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NGX ANNUAL REPORT 2022

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NGX ANNUAL REPORT 2022

Health and Safety Occupational Safety The Security Unit had zero occurrences regarding health and safety during the fiscal year under review due to the application of best practices for occupational safety, which were followed by employees and other building occupants. During the fiscal year under review, no workplace accidents or injuries occurred as a result of the proper implementation of safety and occupational health procedures and policies. Access Control A Visitor Management System (VMS) was installed to improve access control to the facility. The VMS installation improved access control at the facility, resulting in no unauthorized personnel getting entry to the facility during the review year. COVID-19 Security Despite approval from the Nigerian Center for Disease Control (NCDC) to relax COVID-19 safety regulations, the Security Unit has continued to conduct temperature checks on in-bound visitors and to administer sanitizers at entry points and strategic locations throughout the building as precaution. Regulatory Change and Compliance Staying current with changes in our regulatory and statutory universe is a critical component of our robust compliance program at the NGX Group. Notable modifications include the NGX Amendments to the Rule Book of the Exchange, 2015 (Issuer's Rules), Amendments to Rules Governing Transactions with Related Parties or Interested Persons and New Rules on Issuance, Offering Platforms and Custody of Digital Assets The Securities and Exchange Commission (SEC) approved the Amended Form of General Undertaking for Listing on NGX (Issuer's Rules) on September 21, 2022. This modifies the listing agreement's terms as well as the rules/requirements. The Amendments to Rules Governing Transactions with Related Parties or Interested Persons was approved by the Securities Exchange Commission (SEC)'s on September 21, 2022 and the amendments to Rule 20.5(A) on November 3, 2022. This Rule is to mitigate the risk of interested persons' influence on Issuers, its subsidiaries, or associated companies, in carrying out transactions with such interested persons which may adversely impact the interest of the Issuer or its securities holders. The Securities and Exchange Commission (SEC) released new rules on the issuance, offering platforms, and custody of digital assets as securities on May 20, 2022, with the goal of formalizing the digital asset space. The new rules were to set a standard for regulating, among others, digital currencies and virtual assets. The Rules establish a clear regulatory framework for the development of Nigeria's digital asset market. The new SEC guidelines, effective May 20, 2022, specify the maximum fundraising amount, investment limit, registration, filing/application fee, and qualifying assets that can be registered. We would continue to monitor and keep abreast of changes in our regulatory and statutory universe, and take necessary actions to ensure compliance. 2022 ANNUAL REPORT / COMPLIANCE AND ETHICS REPORT A Look Forward to 2023 We anticipate that the Investment and Securities Bill (ISB) will be passed by the National Assembly, providing the capital market with the vitality it requires to promote investor confidence. The bill creates a framework for regulating new products such as financial and commodity derivatives, as well as financial market infrastructure. These new features are expected to promote activity, develop the Nigerian capital market, and provide the apex regulator with necessary authority to protect the market and implement the bill's terms. As we prepare for a new Government in 2023 with probable rejig of programs and policies around the economy, we remain consistent in our commitment to a zero-tolerance policy for regulatory and statutory breaches. We will continue to develop our Compliance function by expanding on the current framework and ensuring compliance with existing and new regulatory and statutory obligations. Moreover, we will continue to comply with internal regulations and operate at the highest ethical standards while promptly identifying and correcting any material errors or irregularities. 2022 ANNUAL REPORT / COMPLIANCE AND ETHICS REPORT 48 ANNUAL REPORT AND ACCOUNTS 2022

Report of External Consultants on the Board Performance Evaluation of NGX Group PLC Report of External Consultants on the Corporate Governance Review of NGX Group PLC We have performed the Corporate Governance review for the year ended 31st December 2022, in accordance with the guidelines of Section 15.1 of the Nigerian Code of Corporate Governance (NCCG) 2018. The Nigerian Code of Corporate Governance (NCCG) 2018 mandates registered Companies to undergo an annual evaluation of their corporate governance practices to ensure their governance standards, practices, and processes are adequate and effective. Subsection 15.1 of the Code requires that the evaluation should be facilitated by an independent external consultant at least once in three (3) years, while subsection 15.2 states that the summary of the report of this evaluation should be included in the Company's annual report and on the investors' portal of the Company. Our approach included the review of NGX Group's Corporate Governance framework, and all relevant policies and procedures. We obtained written representation through online questionnaires administered to the Board members and conducted one-on-one interviews with the Directors and key personnel of the Company. On the basis of our work, the Board of NGX Group has complied with the requirements of the Nigerian Code of Corporate Governance (NCCG) 2018 during the year ended 31st December 2022. The outcome of the review and our recommendations have been articulated and included in our detailed report to the Board. This report should be read in conjunction with the Corporate Governance section of the Annual Report of NGX Group. For: Ernst & Young Ben Afudego Partner, Consulting Leader, West Africa FRC/2019/ICAN00000019725 Ernst & Young 10th Floor, UBA House 57, Marina Lagos, Nigeria Tel: (234 -1) 4630479, 4630480 Fax: (234 -1) 4630481 E-mail: [email protected] We have performed the evaluation of the Board of Nigeria Exchange Group Plc (NGX Group) for the year ended 31st December 2022, in accordance with the Securities Exchange Commission (SEC) Corporate Governance Guidelines (CGG). The Securities and Exchange Commission (SEC) Corporate Governance Guidelines mandates the Board of Companies to undergo an annual appraisal of its own performance, that of its Committees, the Chairman and individual Directors. Our approach included the review of NGX Group's Corporate Governance framework, and all relevant policies and procedures. We obtained written representation through online questionnaires administered to the Board members and conducted one-on-one interviews with the Directors and key personnel of the Company. On the basis of our work, the Board of NGX Group has complied with the requirements of the Securities Exchange Commission (SEC) Corporate Governance Guidelines in Nigeria during the year ended 31st December 2022. The outcome of the review and our recommendations have been articulated and included in our detailed report to the Board. This report should be read in conjunction with the Corporate Governance section of the Annual Report of NGX Group. For: Ernst & Young Ben Afudego Partner, Consulting Leader, West Africa FRC/2019/ICAN00000019725 Ernst & Young 10th Floor, UBA House 57, Marina Lagos, Nigeria Tel: (234 -1) 4630479, 4630480 Fax: (234 -1) 4630481 E-mail: [email protected] ANNUAL REPORT AND ACCOUNTS 2022 51 50 ANNUAL REPORT AND ACCOUNTS 2022

DIRECTORS' REPORT DIRECTORS ACTING COMPANY SECRETARY: REGISTERED OFFICE: INDEPENDENT AUDITOR: RC NUMBER TAX IDENTIFICATION NUMBER (TIN) Ms. Obehi Ikhaghe RC 2321 00884470-0001 Corporate Information Otunba Abimbola Ogunbanjo Dr. Umaru Kwairanga Mr. Oscar N. Onyema, OON Dr. Okechukwu Itanyi Mrs. Ojinika Olaghere Mr. Oluwole Adeosun Mr. Chidi Agbapu Mr. Patrick Ajayi Mrs. Fatimah Bintah Bello – Ismail Mr. Apollos Ikpobe Professor Enase Okonedo Chairman (NED)- Retired 30 September 2022 Chairman (NED)- Appointed 5 October 2022 Group Managing Director/GCEO Independent Non-Executive Director Independent Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Independent NED- Resigned 5 October 2022 Independent NED- Resigned 1 October 2022 Ernst & Young 13th Floor UBA House 57 Marina, Lagos Nigeria www.ey.com Nigerian Exchange House 2/4, Customs Street Marina Lagos FRC/2013/0000000000621 52 ANNUAL REPORT AND ACCOUNTS 2022

Directors' Report For the year ended 31 December 2022 In thousands of naira Revenue and other income Share of profit of equity accounted investee Profit before minimum tax and income tax expense Minimum tax Profit after minimum tax Income tax expense Profit after taxation Appropriations: Other comprehensive income Transfer to retained earnings Group 2021 6,798,759 2,119,361 2,401,202 (6,981) 2,394,221 (146,055) 2,248,166 589,944 2,838,110 Group 2022 7,499,603 2,150,844 823,089 - 823,089 (124,607) 698,482 1,994,493 2,692,975 Company 2021 4,120,275 - 1,905,686 (6,031) 1,899,655 (18,865) 1,880,790 9,541 1,890,331 Company 2022 3,568,138 - (249,253) - (249,253) (10,484) (259,737) (13,217) (272,954) d. The Board members' interests in contracts No Board member has notified NGX Group, for the purpose of section 303 of the Companies and Allied Matters Act (CAMA) 2020, of any interest in contracts with the NGX Group during the year. e. Property and Equipment Information relating to changes in property and equipment is given in Note 22 to the Financial Statements. In the Directors' opinion, the market value of the Group's properties is not significantly different from the value shown in the Financial Statements. f. Directors' Interest as at 31 December 2022 Director's Name Otunba Abimbola Ogunbanjo* Dr. Umaru Kwairanga (Finmal Finance Company Limited)** Mr. Oscar N. Onyema, OON Mr. Apollos Ikpobe*** Professor Enase Okonedo**** Mrs. Ojinika Olaghere Dr.Okechukwu Itanyi Mr. Oluwole Adeosun (Chartwell Securities Limited) Mr. Chidi Agbapu (Planet Capital Limited) Mr. Patrick Ajayi (WCM Capital Limited) Mrs. Fatimah Bintah Bello – Ismail Direct 2,441,274 3,053,924 NIL NIL NIL NIL NIL NIL NIL NIL NIL Indirect NIL 1,420,640 NIL NIL NIL NIL NIL 5,632,830 1,000,000 3,000,000 NIL Direct 3,053,924 3,053,924 NIL NIL NIL NIL NIL NIL NIL NIL NIL Indirect NIL 3,020,640 NIL NIL NIL NIL NIL 5,632,830 6,007,884 6,007,884 NIL S/N 1 2 3 4 5 6 7 8 9 10 11 Dec-22 Dec-21 The Board of Directors presents their report on the affairs of Nigerian Exchange Group Plc ("NGX Group" or “The Company”) and its subsidiaries (together “the Group" or "NGX Group"), together with the financial statements and independent auditor's report for the year ended 31 December 2022. a. Legal form NGX Group was incorporated in Nigeria as a private Company limited by shares on 15 September 1960 as Lagos Stock Exchange and its name changed to the Nigerian Stock Exchange on 15 December 1977. The Exchange was re-registered as a Company Limited by Guarantee on 18 December 1990. On 11 January 2021, it was converted and re-registered as a Public Company Limited by shares, pursuant to the Demutualisation Act, 2018. On 10 March 2021, NGX Group obtained approval from the Securities and Exchange Commission to operate as a demutualized entity. Accordingly, it was converted and re-registered as a Public Limited Company. NGX Group, however, retained the incorporation date of 15 September 1960 and registration certificate number RC 2321 of The Nigerian Stock Exchange (NSE) which is registered under the laws of the Federal Republic of Nigeria. The demutualization of the NSE resulted in the change of its operational structure from a mutual Company limited by guarantee to a Company limited by shares, and the breakup of the business activities of the mutualized NSE into various separate entities post demutualization. NGX Group being listed by introduction on 15 October 2021 now operates as a SEC registered capital market Holding Company (CMHC); with interests in Nigerian Exchange Limited, NGX Regulation Limited and NGX Real Estate. b. Principal activities and business review As a key player in the continent's financial markets, NGX Group is focused on taking an active role in shaping the future of the markets through its investment in business innovation and technology. NGX Group has six (6) subsidiary companies namely; Nigerian Exchange Limited, NGX Regulation Limited, NGX Real Estate Limited (formerly Naira Properties Limited), Coral Properties Limited, NSE Consult Limited and NSE Nominees Limited. Some of them are in the process of being wound up being pre-demutualisation subsidiaries. NGX Group also has significant interests in Central Securities Clearing System Plc (CSCS) and NG Clearing Limited. c. Operating results Gross earnings of the Group recorded an increase of 10% (2021: increase of 11%) and profit before tax recorded a decrease of 65% (2021: increase of 26%). Gross earnings for the Group comprises revenue, other income and share of profit of equity accounted investees. For the Company, gross earnings decreased by 13% (2021: decreased by 42%) and the profit before tax decreased by 113% (2021: increased by 76%). Highlights of the Group and the Company's operating results for the year under review are as follows: Directors' Report For the year ended 31 December 2022 54 ANNUAL REPORT AND ACCOUNTS 2022 ANNUAL REPORT AND ACCOUNTS 2022 55

67% 33% Executive Management (CEOS) 78% 22% Management Team (GM-PM) 75% 25% NGX Group PLC board 52% 48% members All other staff members (SM & below) Executive Management (CEOs) Management Team (PM-GM) All other staff members (SM and below) NGX Group board members Male 2 18 59 6 Female 1 5 54 2 Gender Diversity Breakdown I. Board Members - Responsibilities The Board members are responsible for the preparation of financial statements which give a true and fair view of the state of affairs and comply with Companies and Allied Matters Act (CAMA) 2020. They are obliged to ensure that: i. Proper accounting records are maintained; ii. Internal control procedures are instituted which, as far as is reasonably possible, safeguard the assets, prevent and detect fraud and other irregularities; iii. Applicable accounting standards are followed; iv. Judgments and estimates made are reasonable and prudent; v. Suitable accounting policies are adopted and consistently applied; and vi. The going concern basis is used, unless it is inappropriate to presume that the NGX Group will continue in business. j. Human Resources i. Report on Diversity in Employment The Company operates a non-discriminatory policy (Work Force Diversity and Equal Opportunities Policy) in the consideration of applications for employment. The Company's policy is that the most qualified and experienced persons are recruited for appropriate job levels, irrespective of an applicant's state of origin, ethnicity, religion, gender or physical condition. We believe diversity and inclusiveness are powerful drivers of competitive advantage in developing and understanding our customers' needs and creatively addressing them. Directors' Report For the year ended 31 December 2022 * Retired as Chairman and Non-executive Director effective 30 September 2022 following completion of the transition period and after he decided not to seek renewal of the transition period for a further term of one year. ** Appointed Chairman effective 5 October 2022 *** Resigned as an independent Non-executive Director effective 5 October 2022 to pursue personal endeavors. **** Resigned as an independent Non-executive Director effective 1 October 2022 to pursue personal endeavors. g. Substantial Interest in Shareholding As at 31 December 2022, the Company had 2087 shareholders. The following shareholders held up to 5% shares during the year: 10,000 50,000 100,000 500,000 1,000,000 5,000,000 10,000,000 50,000,000 100,000,000 500,000,000 1- 10001- 50001- 100001- 500001- 1000001- 5000001- 10000001- 50000001- 100000001- Total Number Of Shareholders 1,176 314 110 113 44 222 89 12 5 2 2,087 % of Shareholders 56.3488 15.0455 5.2707 5.4145 2.1083 10.6373 4.2645 0.5750 0.2396 0.0958 100.0000 Number Of Holdings 2,845,708 7,942,157 8,747,906 28,655,760 34,845,139 555,364,334 542,179,090 264,764,323 396,137,789 363,137,701 2,204,619,907 % Shareholding 0.1291 0.3603 0.3968 1.2998 1.5806 25.1909 24.5929 12.0095 17.9685 16.4717 100.0000 Director's Name STANBIC IBTC NOMINEES LIMITED VFD GROUP PLC CARDINALSTONE PARTNERS LIMITED Number of shares held 140,657,364 99,106,979 112,205,795L % of shareholding 7.1 (6.38 as at 21.02.2023) 5 (4.49 as at 21.02.2023) 5.7 ( 5.1 as at 21.02.2023) Number of shares held NIL NIL NIL % of shareholding NIL NIL NIL S/N 1 2 3 Dec-22 Dec-21 A total of 222,480,337 shares are being warehoused by Stanbic IBTC Trustees Limited for the Long Term Incentive Plan (200,419,990) for employees and as balance Claims Review Shares (22,060,347). The process of operationalising the LTIP and receiving the requisite regulatory approvals is still ongoing. h. Shareholding Analysis Share Range Shareholding Analysis as at 31 December 2022 10,000 50,000 100,000 500,000 1,000,000 5,000,000 10,000,000 50,000,000 100,000,000 1- 10001- 50001- 100001- 500001- 1000001- 5000001- 10000001- 50000001- Total Number Of Shareholders 878 399 164 207 50 261 165 3 2 2,129 % of Shareholders 41.24 18.74 7.70 9.72 2.35 12.26 7.75 0.14 0.09 100.00 Number Of Holdings 2,832,436 10,498,562 13,006,865 51,316,565 39,328,767 659,293,995 1,004,569,215 55,752,103 127,517,410 1,964,115,918 % Shareholding 0.14 0.53 0.66 2.61 2.00 33.57 51.15 2.84 6.49 100.00 Share Range Shareholding Analysis as at 31 December 2021 Directors' Report For the year ended 31 December 2022 56 ANNUAL REPORT AND ACCOUNTS 2022 ANNUAL REPORT AND ACCOUNTS 2022 57

m. Share based payment scheme Further to Members' approval at the Extra-Ordinary General Meeting of 3 March 2020 for the establishment of an Employee Share Ownership Plan for the benefit of qualifying employees of Nigerian Exchange Group Plc and its Subsidiaries and the approval at the Annual General Meeting held on 9 September 2021 that the Company be and is hereby authorised to issue and allot 200,419,990 ordinary shares of 50 kobo each out of the share capital of Nigerian Exchange Group Plc for the operation of a Long Term Incentive Plan consisting of a Deferred Bonus Plan (DBP) and an Employee Share Purchase Plan (ESPP), with effect from 1 January 2021, subject to obtaining requisite regulatory approvals, the quantum of shares has been warehoused with Stanbic Trustees, who will serve as the Trustees for the LTIP. The LTIP is however yet to be effective as at reporting date. n. Dividend No dividend was declared by the Directors during the year. (2021: Nil) o. Donation Being a good corporate citizen, the Group made a total donation of N5 million in 2022 to Central Securities Clearing System (CSCS) geared towards the growth of the capital market. p. Auditor Messrs. Ernst & Young were appointed auditor to the Company at the last AGM held on 30 September 2022 and have indicated their willingness to continue in office as auditors to the Company in accordance with section 401(2) of the Companies and Allied Matters Act, 2020. A resolution will be passed at the next AGM authorising the Directors to fix the remuneration of the auditors. By Order of the Board Obehi Ikhaghe Acting Company Secretary FRC/2023/PRO/NBA/070/705720 24 February, 2023 Type of package fixed Basic Salary Other allowances Performance Incentive Director fees Siting allowances Description Part of gross salary package for Executive Directors only. Reflects a competitive salary package and the extent to which the Company's objectives have been met for the financial year. Part of gross salary package for Executive Directors only. Reflects a competitive salary package and the extent to which the Company's objectives have been met for the financial year. Paid to Executive Directors only and tied to performance of the line report. It is also a function of the extent to which the Company's objectives have been met for the financial year. Paid quarterly at the beginning of a new quarter to NonExecutive Directors only. Allowances paid to Non-Executive Directors only, for attending Board and Board Committee Meetings. Timing Paid monthly during the financial period. Paid monthly during the financial period. Paid annually in arrears Paid quarterly/annually in arrears Paid after each meeting Directors' Report For the year ended 31 December 2022 ii. Employment of Disabled Persons The Company maintains a policy of giving full consideration to applications for employment from persons with a disability with due regard to their abilities and aptitude vis a vis requirements of the role . In event of a staff member becoming disabled, our policy is to provide continuing employment and training wherever possible. iii. Health, Safety and Welfare at Work The Company enforces strict health and safety rules and practices in the work environment, that are reviewed and tested regularly. in addition, the Company provides a top-class health insurance via Health Maintainance Organisations (HMOs) to employees. Fire prevention and fire-fighting equipments are installed in strategic locations within the Company's premises. In line with its family-friendly focus and fitness, the Company also operates a crèche facility and Gym at its Head Office. Fire prevention and fire-fighting equipment are installed in strategic locations within the Company's premises. In line with its family-friendly focus and fitness, the Company also operates a crèche facility and Gym at its Head Office. The Company operates both a Group Personal Accident Insurance and the Employees' Compensation Scheme for the benefit of its employees. We also comply with the extant Pension Reform Act. iv. Employee Training and Development In line with the Company's policy of continous development, the NGX Group continues to invest in a range of initiatives to enable staff members develop required competencies, perform in their current roles and prepare them for future roles. v. Board Engagement with Employees Engagement with our workforce includes formal and informal meetings, engagement surveys, and team bonding activities. k. Operational Risk Operational risk is the risk that the Group would suffer a loss as a result of inadequate or failed processes, people and systems (including information technology and infrastructure) or from external events. By definition, operational risk excludes business risks (strategic and management) and financial risks (market, credit, and liquidity) but include all potential events that may impact one or more operational objectives of the Group. Operational risk can arise due to human oversight, fraudulent acts, and inappropriate behaviour of employees or system failure. These events could result in financial losses, including litigations and regulatory fines, as well as reputational damage to the Group and can manifest in any of the following forms: business process execution failures, damage to tangible and intangible assets, threat to workplace health and safety, fraud and theft, compliance failures, technology failures and damages. The Group recognizes that operational risks are inherent within its current operations, and may emerge from implementing new business decisions or from other internal and external changes. Our approach to managing operational risk is through a comprehensive, systematic, disciplined and proactive process implemented to identify, assess, mitigate, monitor and report operational risk related to the achievement of our strategic objectives and is embodied within the Board approved Enterprise Risk Management Framework. The Group has conducted an enterprise-wide assessment on all its activities, processes, its procedures and implemented global standard operational risk management methodologies intended to enhance our risk mitigating controls and proactive management of inherent operational risks. Several programmes targeted at staff development have been developed/deployed such as: The Leadership Enhancement And Development (LEAD) Programme, designed to groom and expand the capacity of staff to take on higher responsibilities. Bespoke courses organised for employees based on job requirement. Local and international courses available to staff within the training budget. All these are complemented by continuous on-the-job training, through mentorship and coaching. l. Director's Remuneration The Company ensures that remuneration paid to its Directors complies with the provisions of the Codes of Corporate Governance issued by its regulators. In compliance with Section 34(5) of the Code of Corporate Governance for Public Companies as issued by Securities and Exchange Commission, the Company makes disclosure of the remuneration paid to its directors as follows: Directors' Report For the year ended 31 December 2022 58 ANNUAL REPORT AND ACCOUNTS 2022 ANNUAL REPORT AND ACCOUNTS 2022 59

Mrs. Olaghere is the Managing Consultant of Rickela Consulting Limited. She retired from Access Bank Nigeria Plc in June 2018 as Executive Director, Operations and Information Technology Division. Prior to her appointment as Executive Director, she served as General Manager, General Resource Management Group and General Manager, the Enterprise Support Group. Prior to joining Access Bank in 2007, Mrs. Olaghere worked with Ecobank Nigeria for 16 years, in the Operations and Consumer Banking Groups. She started her career as a translator at Tropical Farming Magazine and the Embassy of Guinea. In 1987, she joined Coopers & Lybrand (Chartered Accountants) now PriceWaterhouseCoopers (PwC). Mrs. Olaghere currently sits as a Non-Executive Director on the Boards of Access Holdings Plc, Coronation Life Assurance Limited, First Ally Asset Management Limited, First Ally Properties Ltd and Coscharis Technologies Limited. She is a Fellow of the Institute of Chartered Accountants of Nigeria. She holds a Diploma in French and Literature from Université de Grenoble III, FRANCE (1983; and a B.A.(French) from University of Nigeria, Nsukka (1984). She has also attended courses at Harvard Business School, INSEAD, Massachusetts Institute of Technology, London Business School and Lagos Business School. Mrs. Ojinika Olaghere, FCA (Independent Non-Executive Director) Dr. Itanyi has over 35years experience in the public and private sectors. He presently directs two investment and property development companies: Valuehouse Limited and Wata Resources Limited. He is a former Executive Commissioner (Stakeholders Management) at Nigerian Communication Commission (NCC) (2010 to 2015). He was elected as the Deputy Governor of Enugu State for two consecutive terms (May 1999 to May 2007). Prior to being Deputy Governor, he represented Igbo-Etiti East Constituency in Enugu State House of Assembly (1997). He worked for Catenation Incorporated, a financial consulting company in Green Bay, Wisconsin, USA, before returning to Nigeria in 1988. Between 1988 and 1995, he worked for International Merchant Bank, Diamond Bank and Commercial Trust Bank. He has extensive experience in Treasury and Corporate Banking. He is a member of Nigerian Institute of Management (Chartered) and Fellow of the Nigerian Institute of Public Relations. He is a Fellow of the Nigerian Institute of Management (Chartered) and the Institute of Public Relations. Dr. Itanyi holds a Doctor of Philosophy (PhD) in Business Management (2013) and Higher Diploma in Animal Health (1982) from the University of Nigeria Nsukka. He also holds a B.Sc. in Agriculture (1984) and MBA (1987) from the Ohio State University. Dr. Okechukwu Itanyi (Independent Non-Executive Director) Dr. Kwairanga has 30 years' cognate experience in the banking, pensions, investment, manufacturing, and commercial sectors. He has served previously as a Council member of the Nigerian Stock Exchange and is currently a Council member of the Institute of Directors of Nigeria; and is an active director on the boards of many quoted/listed and unquoted companies such as Jaiz Bank Plc, Tangerine Pensions Limited and Tangerine General Insurance Limited. He is currently the GMD/CEO of Finmal Finance Services Limited. He is a Fellow of the Chartered Institute of Stockbrokers, Fellow of the Certified Pension Institute of Nigeria (2005) and Fellow of the Institute of Directors of Nigeria. He is the Chairman, Gombe State Investment and Property Development Company Limited. Dr. Kwairanga has a B.Sc. (Hons) Business Administration (1991) from the University of Maiduguri, MBA (1995) from Ambrose Alli University, Ekpoma, Edo State and M.Sc. Finance & Governance from Liverpool J M University UK (2007). Mr. Onyema is the Group Managing Director and Chief Executive Officer of Nigerian Exchange Group Plc. Prior to attaining this position, he was the CEO of The Nigerian Stock Exchange for 10 years. In his current role, he is the Chairman of the Group Executive Committee. He is also the Chairman of two affiliate companies: Central Securities Clearing System Plc (CSCS), the clearing, settlement and depository for the Nigerian capital market; and NG Clearing Limited, which is the premier Central Counter Party Clearing House (CCP) in Nigeria. He serves on several other boards domestically and internationally including Pension Commission of Nigeria (PENCOM), London Stock Exchange Group (LSEG) Africa Advisory Group (LAAG), and the World Federation of Exchanges. He was the President of African Securities Exchanges Association (ASEA) between 2014 and 2018. He has served as a Council member of Chartered Institute of Stockbrokers (CIS); Global Agenda Council member of World Economic Forum (WEF); and Board member of FMDQ OTC Plc (now FMDQ Securities Exchange Plc). Prior to relocating to Nigeria, he served as Senior Vice President and Chief Administrative Officer at American Stock Exchange (Amex). He also ran the NYSE Amex equity business after the merger of NYSE Euronext and Amex in 2008. Mr. Onyema is the proud awardee of the Nigerian national honour, Officer of the Order of the Niger (OON), Fellow of the Institute of Directors (IOD), Fellow of the Chartered Institute of Stockbrokers (CIS), Associate of Chartered Institute for Securities & Investment (CISI) in the UK, and Holder of FINRA Series 7, 24, and 63 in the USA. Forbes listed him as one of the ten most powerful men in Africa in 2015. Mr. Onyema holds a B.Sc. (Computer Engineering) (1991) from Obafemi Awolowo University, MBA (Finance and Investments) (1998) from Baruch College, New York. He has also completed the Advanced Management Program (AMP) of Harvard Business School (2015). Board of Directors Dr. Umaru Kwairanga Chairman (Non-Executive Director) Mr. Oscar N. Onyema, OON Group Managing Director and Chief Executive Officer Mrs. Mosun Belo – Olusoga (Independent Non-Executive Director) Mrs. Belo-Olusoga is the Lead Consultant/Chief Executive Officer of The KRC (Knowledge and Resource Centre) Limited, a world-class services provider with specialty focus on Credit Training. She holds a B.Sc. degree in Economics from University of Ibadan, graduating with a Second-Class Upper Degree and is a Fellow of the Institute of Chartered Accountants of Nigeria and Honorary Member of the Chartered Institute of Bankers. She began her career as a Trainee Accountant with the then Messrs Coopers and Lybrand (Chartered Accountants) in 1980. She qualified as a Chartered Accountant in 1983 winning the ICAN First Place and the Society of Women Accountants of Nigeria (SWAN) Awards in the qualifying professional examinations. She subsequently moved to the then Continental Merchant Bank Limited towards the end of 1986 in a bid to change her career to Banking. She joined Guaranty Trust Bank Plc as a pioneer staff in 1990 where she gained robust experience having headed the major core banking groups including Investment, Corporate and Commercial Banking, Transaction Services, Risk Management and Settlement (Domestic and International Operations) Groups. She retired as Executive Director/ Head of the Bank's Southwest Division responsible for all marketing operations within the region. Mrs. Belo – Olusoga was the first female Executive Director of Guaranty Trust Bank, the first female Director of Access Bank, first female Director of Premium Pensions Limited, first African Director, Global Alliance for Women in Banking, first female Chairman of Access Bank and first female Pro-Chancellor and Chairman of Council of Olabisi Onabanjo University. She is the immediate past Co-Chair of the Nigerian Chapter, Women Corporate Directors (WCD) and was named one of 100 Most Reputable Africans in 2018, one of 100 Globally Inspiring Women for 2021 and one of 50 Nigerian Amazons in 2021. She is a product of some of the world's prestigious Business Schools including IMD, Harvard, Kellogg, Columbia, Chicago Booth, Wharton and INSEAD. She is a past Chairman of the Equipment and Leasing Association of Nigeria, Acting MD, Trust Bank of Africa and sits on the Board of several companies. She is also a recipient of two Honorary Doctorate degrees (Honoris Causa) in Finance and Accounting. 60 ANNUAL REPORT AND ACCOUNTS 2022 ANNUAL REPORT AND ACCOUNTS 2022 61

Mr. Babarinde is the Managing Director/Chief Executive Officer of Reward Investment & Services Limited, a position he has maintained from 2015 till date. He has over 34 years working experience as an accountant and Capital Market specialist. Prior to joining Reward Investment & Services Limited, he worked with International Standard Securities Limited as a Manager and Agip Nigeria Plc as a Senior Accounting Officer. To further demonstrate his leadership skills and astute qualities, he currently serves as a Council member of the Chartered Institute of Stockbrokers, and a Council member of the Institute of Capital Market Registrars. Mr. Babarinde holds a Higher National Diploma (HND) Certificate in Accountancy from the Polytechnic, Ibadan (1987) and an MBA in Banking and Finance from Enugu State University of Science and Technology (1999). He is a Fellow of the Chartered Institute of Stockbrokers, Fellow of the Institute of Chartered Accountants of Nigeria, and Fellow of the Chartered Institute of Mr Taxation of Nigeria. . Ademola Babarinde (Non-Executive Director) Mrs. Fatima Wali-Abdurrahman (Independent Non-Executive Director) Mrs. Wali – Abdurrahman is a Senior Adviser to the Group President, Strategic Relations and Special Projects at Dangote Industries Limited. She was the Founder/Chief Executive of Filmco Group from 1994 – 2014. She has over 30 years' experience in the Real Estate industry. She has worked with other big firms such as Alpha Properties International Limited, Cosmocorp Realty and Femi Majekodunmi & Associates. She serves as a Director on the Board of several Companies including NASCON Plc, Nigeria Mortgage Refinance Co. and BBL Landmark Refinance Realty/Landmark 2007 Global Realty. She is the current Chairperson of FilmoRealty Ltd and a member of the Advisory Board, Women's Investment Fund (Chapel Hill Denham). Mrs. Wali – Abdurraham is also a Director of Isa Wali Empowerment Initiative (IWEI) and a member of the Advisory Board, CoAmana. She is a member of the Institute of Directors (IOD), Institute of Management Consultant, Women in the Boardroom and Women Corporate Directors. Mrs. Wali – Abdurrahman has a B.A, Arch and Urban Studies University of Minnesota, U.S.A (1983), and M.Sc. Architecture from the University of London, UK. Mr. Mohammed Garuba (Non-Executive Director) Mr. Okpala is currently the Group Managing Director/Chief Executive Officer of VFD Group Plc, a financial service holdings company with interest in foreign exchange, debt investment, international remittance, and payment business. Prior to joining VFD Group Plc, Mr. Okpala worked with Heirs Holdings Limited as the Chief Financial Officer for five years and has also worked as a Senior Auditor with KPMG Professional Services for a period of four years. He has a BSc. in Marketing from the University of Nigeria, Enugu where he graduated as the best graduating student in 2003. Mr. Nonso Okpala is an Associate Member (student) of the Institute of Chartered Accountants of Nigeria (ICAN), and a member of the Chartered Alternative Investment Analyst (CAIA). He holds a B.Sc. (Hons) in Insurance from the University of Lagos, Nigeria, and an MBA from the London Business School. He is a Fellow of both the Chartered Institute of Stockbrokers of Nigeria and the Institute of Chartered Accountants of Nigeria. He is also an Associate of the Chartered Institute for Securities & Investment, UK, and an alumnus of Yale University and Harvard Kennedy School. Mr. Nonso Okpala (Non-Executive Director) Mr. Garuba is an accomplished finance and investment professional with over 25 years of cuttingedge experience across asset management, capital raising, corporate finance, macro and equity research, sales and trading, pension fund management, fintech and principal investing. He is a CoFounder of CardinalStone Partners Limited and the Managing Director of CardinalStone Real Assets Limited. He has also worked with Renaissance Capital, Zenith Bank, Investment Banking & Trust Company Limited (now Stanbic IBTC Holdings Plc) and Intercellular Nigeria Limited. He is the Chairman of CardinalStone Securities Limited, and an active Director on the Board of several companies such as CardinalStone Partners Limited, CS Advance Finance Limited, Zapphire Events Limited, CardinalStone Trustees Limited, and Value Payment Solutions Limited. He has served previously as a Council Member of the Chartered Institute of Stockbrokers of Nigeria and a member of the ministerial committee set up to review the Investment and Securities Act (ISA) 2007 based on international best practices regarding statutes governing the operations of the capital market. He holds a B.Sc. (Hons) in Insurance from the University of Lagos, Nigeria, and an MBA from the London Business School. He is a Fellow of both the Chartered Institute of Stockbrokers of Nigeria and the Institute of Chartered Accountants of Nigeria. He is also an Associate of the Chartered Institute for Securities & Investment, UK, and an alumnus of Yale University and Harvard Kennedy School. Mr. Adenagbe is currently the Managing Director/Chief Executive Officer of Standard Union Securities Limited. He is vast and experienced in Capital Market Analysis, Corporate Finance/Stockbroking, Clients Advisory Services and Management. He has worked with various Capital Market institutions including Midland Capital Markets Limited, Midas Stockbrokers Limited, and Negotiable Finance Limited. He is the 1st Vice Chairman of Association of Securities Dealing Houses of Nigeria (ASHON), a position he holds till date. He is also a member of the Certified Pension Institute of Nigeria (CPIM), the Nigerian Institute of Management (NIM), and the Chartered Institute of Stockbrokers. Mr. Adenagbe holds a Bachelor of Arts (BA) in English from Obafemi Awolowo University, Ife (1989) and Master of Business Administration (MBA) in Financial Management (2001) from Ladoke Akintola University of Technology, Ogbomosho. Mr. Sehinde Adenagbe (Non-Executive Director) 62 ANNUAL REPORT AND ACCOUNTS 2022 ANNUAL REPORT AND ACCOUNTS 2022 63 Board of Directors

Corporate Governance Report For the year ended 31 December 2022 governed by Terms of References approved by Board. The Board and its Committees endeavor to meet as frequently as required by their respective charters/terms of reference. The Board members hold an annual strategy session to review matters of strategic importance. e. Board Structure The Board is currently made up of eight (8) Members; a Chairman, Group Managing Director/Chief Executive Officer (GMD/CEO), two (2) Independent Non-Executive Directors (INEDs) and four (4) Non-Executive Directors (NEDs). The GMD/CEO is responsible for the day to day running of NGX Group, assisted by the Management Committee. There were significant changes to the Board composition in 2022 as highlighted in the table below: Name Otunba Abimbola Ogunbanjo Dr. Umaru Kwairanga Mr. Apollos Ikpobe Professor Enase Okonedo Comments Retired as Chairman and Non-executive Director effective 30 September 2022 following completion of the transition periodand after he decided not to seek renewal of the transition period for a further term of one year. Appointed Chairman effective 5th October 2022 Resigned as an independent Non-executive Director effective 5 October 2022 to pursue personal endeavors. Resigned as an independent Non-executive Director effective 1 October 2022 to pursue personal endeavors. S/N 1 2 3 4 The Board members currently serving on the Board are as follows: Name Dr. Umaru Kwairanga Mr. Oscar N. Onyema, OON Dr. Okechukwu Itanyi Mrs. Ojinika Olaghere Mr. Ol uwole Adeosun * Mr. Chidi Agbapu* Mr. Patrick Ajayi* Mrs. Fatimah Bintah Bello-Ismail* Cummulative Years of Service as at January 2023 1 Year, 10 months 11 Years, 10 months 1 Year, 10 months 1 Year, 10 months 5 Years, 4 months 5 Years, 4 months 5 Years, 4 months 5 Years, 4 months S/N 1 2 3 4 5 6 7 8 The Board meets at least once every quarter and such other times as it is required to meet to address urgent matters. "* These are transiting Council Members. In accordance with the Scheme of Arrangement between The Nigerian Stock Exchange and its Dealing and Ordinary Members dated 20 January 2020 (Scheme), the transition period was for a period of eighteen months from demutualization of The Exchange and expired 31 August 2022. Shareholders at the Annual General Meeting of the Company held on 30 September 2022 approved the extension of the transition period until the next Annual General Meeting or conclusion of the post-transition arrangements, whichever is eariler. f. Responsibilities of the Board The Board is responsible for: (i) Approving the NGX Group's strategy and financial objectives and monitoring the implementation of those strategies and objectives; a. Introduction The Board of Nigerian Exchange Group Plc (NGX Group) is pleased to present the Corporate Governance Report for the 2022 Financial Year. The report provides insight into the operations of our governance framework and Board's key activities during the reporting period. NGX Group has in place an effective governance mechanism that not only ensures proper oversight of its business by the Board and other principal organs of the Company, but also carries on its business in a manner that engenders public trust and confidence whilst meeting the expectations of all stakeholders. In pursuit of this objective, NGX Group' processes are consistently re-appraised to ensure that they operate on the global standard of corporate governance at all times. NGX Group gained full membership status of the World Federation of Exchanges (the “WFE”) on 28 October 2014. b. Shareholding Since the demutualization of NGX Group from an entity limited by guarantee to a public entity limited by shares in 2021, the membership of the Company has evolved and is currently has 2087 shareholders/members as at 31 December 2022. c. The Board The Board of NGX Group ("the Board") is the governing body of the Company. The Board directs NGX Group's business and financial affairs, strategy, structures and policies; monitors the exercise of any delegated authority; and deals with challenges and issues relating to corporate governance, corporate social responsibility and corporate ethics. d. The Role of the Board In recognition of the importance of corporate governance as a key element in achieving its vision, NGX Group adopts best practices with respect to corporate governance and ensures these practices are infused into its activities to guarantee the highest level of business conduct in all its dealings with its stakeholders. In light of this, the Board (which is responsible for NGX Group's performance and charged with governance at the highest level) regards corporate governance as fundamentally important to the accomplishment of NGX Group's vision and mission. Members of the Board are persons with the relevant qualification, experience in their various fields and they ensure that NGX Group is properly managed and oversee Management's performance. The Board is independent of Management and discharges its oversight functions in an objective and effective manner. The Board retains full and effective control over NGX Group, and monitors Management's implementation of the strategic plans and financial objectives as defined by the Board. The Board also ensures that a comprehensive system of policies and procedures is in place and that appropriate governance structures exist to ensure the smooth, efficient and prudent stewardship of NGX Group. The Board is governed by a Charter which outlines its principal roles, matters reserved for it, regulates the parameters within which it operates and ensures the application of the principles of good corporate governance across board. The day-to-day management of NGX Group is vested in the hands of the Group Managing Director/Chief Executive Officer (“GMD/CEO"), who is assisted by the Management Committee. The Management Committee through the exercise of authority delegated by the Board, ensures that NGX Group discharges its obligations as a recognized nonoperating holding company. The Board has put in place an appropriate Risk Management Framework to mitigate financial, non-financial and regulatory risks. Where necessary, the Board engages the services of external consultants to advise it on risk and legal issues. The Board also ensures that there is a succession planning policy for a smooth transition in key leadership positions at NGX Group. In addition to the foregoing, members of the Board have executed and adhere to a Code of Conduct which guides their dealings and commits them to behaving ethically, with integrity and honesty, and working together to achieve the Company's objectives. In line with good practice, the Board set up Committees to assist with certain areas of its functions. The Committees are Corporate Governance Report For the year ended 31 December 2022 64 ANNUAL REPORT AND ACCOUNTS 2022 ANNUAL REPORT AND ACCOUNTS 2022 65

Corporate Governance Report For the year ended 31 December 2022 The membership of the Committee as at 31 December 2022 is as follows: 1. Mr. Patrick Ajayi (Chartered Accountant, Stockbroker) - Chairperson 2. Dr. Okechukwu Itanyi (Public Service Expert, Real Estate Consultant) 3. Mr. Oluwole Adeosun (Chartered Accountant, Stockbroker and Banker) 4. Mrs. Fatimah Bintah Bello–Ismail (Legal Practitioner) iii. Board Strategy, Finance and Investment Committee The Committee is charged with providing oversight responsibilities in relation to: (a) Strategy Planning, Monitoring and Tracking; (b) Capital Planning, Allocation and Management; (c) Investment Planning and Management; (d) Budgetary and Performance Reporting; and (e) Finance The membership of the Committee as at 31 December 2022 is as follows: 1. Mr. Oluwole Adeosun (Chartered Accountant, Stockbroker and Banker) - Chairperson 2. Mr. Oscar N. Onyema OON, (GMD/CEO, NGX Group) 3. Mr. Chidi Agbapu (Economist, Stockbroker) 4. Dr. Okechukwu Itanyi (Public Service Expert, Real Estate Consultant) iv. Statutory Audit Committee The Statutory Audit Committee is established pursuant to the provisions of Section 404 (3) of CAMA 2020. It is composed of three (3) shareholder representatives and two (2) Directors. The Committee is charged with providing oversight functions in the following areas: (a) External Audit; (b) Internal Audit; and (c) Financial Reporting. The membership of the Committee as at 31 December 2022 is as follows: 1. Mr. Oluwadare Adejumo, (Chartered Accountant, Stockbroker) – Chairman/Shareholder's representative 2. Mr. Peter Eyanuku (Extensive Audit Committee Experience) - Shareholder's representative 3. Mr. Mike Iteboje* (Stockbroker) - Shareholder's representative 4. Mrs. Ojinika Olaghere (Chartered Accountant, Banker) – Board Director 5. Mr. Oluwole Adeosun (Chartered Accountant, Stockbroker and Banker) – Board Director * Mr. Mike Iteboje was elected as a member of the Statutory Audit Committee at the last AGM of the Company held on 30 September 2022. He replaced Mr. Daniel Ugwuoke who was not re-elected at the AGM. Tenure of the Statutory Audit Committee The tenure of each Committee member is from the date of election at an AGM till the next AGM. The membership may, however, be renewed through re-election at the next AGM. (ii) Reviewing and approving of annual budgets and business plans; setting performance objectives, monitoring implementation and corporate performance; (iii) Overseeing major capital expenditures, acquisitions and divestitures; (iv) Providing oversight of senior management; (v) Establishment of the various committees of NGX Group including the terms of reference and review of reports of such committees to address key areas of NGX Group's business; (vi) Ensuring the integrity of NGX Group's accounting and financial reporting systems, including the internal audit function and that appropriate systems of control and risk monitoring are in place; (vii) Monitoring the effectiveness of the governance practices under which NGX Group operates and making appropriate changes as necessary; and (viii) Oversees the establishment, implementation and monitoring of a Group-wide risk management framework to identify, assess and manage business risks facing the NGX Group. This includes, but is not limited to financial, operational, information technology, legal, strategic, reputation and compliance risks. The Board established four (4) standing Committees to facilitate the effective discharge of its oversight responsibilities and efficient decision-making. These Committees are constituted with formal Terms of Reference, which set out each Committee's roles, duties, and authority as well as the requirements for its composition, meeting procedures, and ancillary matters. These Committees also present formal report of their activities and recommendations to the Board. These Committees are made up of individuals with relevant skills and competencies who devote sufficient time to the Committees' work. g. Board Committees The Committees of the Board were formed for the speedy and efficient functioning of the Board. The Committees are set up in line with statutory and regulatory requirements and consistent with global best practice. The Committees have well defined Terms of Reference defining their scope of responsibilities in such a way as to avoid overlap of functions. Below is an overview of the remit of the Committees and their membership composition during the year under review: i. Governance & Remuneration Committee The Committee is charged with ensuring that NGX Group complies with good corporate governance policies and practices. The Committee also provides oversight functions over NGX Group's human resource policies. The membership of the Committee as at 31 December 2022 is as follows: 1. Mrs. Ojinika Olaghere (Chartered Accountant, Banker) - Chairperson 2. Mr. Chidi Agbapu (Economist, Stockbroker) 3. Mr. Patrick Ajayi (Chartered Accountant, Stockbroker) 4. Mrs. Fatimah Bintah Bello–Ismail (Legal Practitioner) ii. Board Risk and Audit Committee The Committee provides supervision and advises the Board on its oversight functions in the following areas: (a) Enterprise Risk Management; (b) Regulatory Compliance; (c) Internal Audit; (d) Internal Control; (e) Financial Reporting; and (f) Sustainability. The Committee is also charged with providing reasonable assurance regarding the Board's oversight responsibilities with respect to NGX Group's financial statements, the effectiveness of its internal controls and the framework for risk identification, assessment and management. Corporate Governance Report For the year ended 31 December 2022 66 ANNUAL REPORT AND ACCOUNTS 2022 ANNUAL REPORT AND ACCOUNTS 2022 67

Corporate Governance Report for the year ended 31 December 2022 h. Record of the Board and Committee meetings held in 2022 The table below shows the frequency of meetings of the Board, Board Committees and members' attendance at these meetings during the year under review. KEY P Present A Absent NM Not A Member RS Resigned * Resigned effective 30 September 2022 ** Resigned effective 1 October 2022 *** Resigned effective 5 October 2022 Board Risk and Audit Committee Board Meetings* Board Governance and Remuneration Committee Board Strategy, Finance and Investment Committee Statutory Audit Committee Board Member Dr. Umaru Kwairanga Otunba Abimbola Ogunbanjo* Mr. Oscar N. Onyema, OON Mr. Apollos Ikpobe** Dr. Okechukwu Itanyi Prof. Enase Okonedo*** Mrs. Ojinika Olaghere Mr. Oluwole Adeosun Mr. Chidi Agbapu Mr. Patrick Ajayi Mrs. Fatimah Bintah Bello-Ismail S/N 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 11-Jan-22 P P P P P P P P P P P 23-Feb-22 P P P P P P P P P P P 11-Jun-22 P P P P P P P P P P P 23-Jun-22 P P P P P P P P P P P 31-Aug-22 P P P P P P P P P P P 30-Sep-22 P P P P P P P P P P P 5-Oct-22 P RS P P P RS P P P P P 9-Nov-22 P RS P RS P RS P P P P P 28-Nov-22 P RS P RS P RS P P P P P S/N 1. 2. 3. 4. 5. Committee Member Mr. Apollos Ikpobe Dr. Okechukwu Itanyi Mrs. Ojinika Olaghere Mr. Oluwole Adeosun Mrs. Fatimah Bintah Bello-Ismail 24- Jan-22 P P P P A 21- Feb-22 P P P P P 25- Apr-22 P P P P P 25- Jul-22 P P P P P 24- Oct-22 RS P P P P S/N 1. 2. 3. 4. 5. 6. 7. Committee Member Prof. Enase Okonedo Dr. Okechukwu Itanyi Mr. Chidi Agbapu Dr. Umaru Kwairanga Mrs. Ojinika Olaghere Mr. Patrick Ajayi Mrs. Fatimah BelloIsmail 10- Mar-22 P P P P NM NM NM 19- May-22 P P P P NM NM NM 31- May-22 P P P P NM NM NM 29- Aug-22 P P P A NM NM NM 25- Nov-22 RS NM P NM P P P 22- Sep-22 P P P P NM NM NM S/N 1. 2. 3. 4. 5. 6. 7. Committee Member Dr. Umaru Kwairanga Mr. Oscar. N. Onyema,OON Mr. Apollos Ikpobe Mr. Patrick Ajayi Mr. Oluwole Adeosun Mr. Chidi Agbapu Dr. Okechukwu Itanyi 20- Jan-22 P P P P NM NM NM 4- Feb-22 P P P P NM NM NM 18- Mar-22 P P A P NM NM NM 25- Apr-22 P P P P NM NM NM 29- Dec-22 NM P RS NM P P P S/N 1. 2. 3. 4. 5. 6. Committee Member Mr. Oluwadare Adejumo, (Chairman) Mr. Daniel Ugwuoke Mr. Peter Eyanuku Mr. Mike Itegboje Mrs. Ojinika Olaghere Mr. Oluwole Adeosun 21- Feb-22 P P P NM P P 25- Apr-22 P P P NM P P 25- Jul-22 P P P NM P P 24- Oct-22 P NM P P P P Corporate Governance Report for the year ended 31 December 2022 Governance and Remuneration Committee Board Risk and Audit Committee Board Strategy, Finance and Investment Committee Statutory Audit Committee 1 2 3 4 5 meetings 100% attendance 5 meetings 100% attendance 6 meetings 100% attendance 4 meetings 100% attendance * Reviewed and recommended to the Board for approval the Policy on Appointment of Representatives to the Boards of Subsidiaries, Associate, Investee Companies and Representative Companies * Oversaw the evaluation and performance review of the Group Managing Director/CEO (GCEO) for the 2022 Financial Year. * Oversaw and recommended to the Board for approval the appointment of representives on the boards of the Group's investee companies. * Reviewed the recommendation on staff incentives and recommended to the Board for approval. * Considered the 2022 Evaluation Report of the Board. * Oversaw the process of appointment of the Board Evaluation and Governance Review Consultant (Ernst & Young) and recommended same to the Board for approval. * Reviewed and recommended to the Board, the approval of relevant policies such as the Communication and Dissemination Policy, Securities Trading Policy and the Framework for appointment of Directors to the Company's Board. * Provided oversight on Enterprise Risk Management, Regulatory Compliance, Internal Audit, Internal Control, Financial Reporting, and Sustainability. * Oversaw the appointment of a new external auditor (Ernst & Young) to replace the former external auditor of the Company, KPMG Professional Services who had served the Company for the maximum statutory period of ten (10) years. * Considered the Enterprise Risk Management Reports comprising: Business and Risk Management Report; Information Security and Business Continuity Report; Internal Control Status Report; and Investment Risk Report; * Considered the Internal Audit, Compliance and Legal Risk Reports. * Considered and recommended to the Board for approval the submission of the 2021 Audited Financial Statements of NGX Group to NGX Regulation Limited and the Securities and Exchange Commission, respectively. * Considered and recommended to the Board for approval the submission of the Consolidated Management Accounts of NGX Group to NGX Regulation Limited and the Securities and Exchange Commission, respectively. * Oversaw the recovery of debts from shareholders of NGX Group (indebted members entitled to demutualization shares). * Considered and recommended the 2022 Risk Based Audit Plan to the Board for approval. * Considered and recommended to the Board the 2022 External Audit Plan. * Considered and approved the Internal Audit Charter of NGX Group. * Reviewed its Terms of Reference and recommended to the Board for approval. * In line with its statutory obligations, held meetings with the Internal and External Auditors in the absence of Management * Considered and approved the revised Investment Policy. * Deliberated on the proposed capital raise transaction of the Company. * Oversaw the intra-Group allocation of assets. * Considered and recommended to the Board for approval the updated signatories to the bank accounts of NGX Group. * Considered and recommended to the Board for approval the draft 2023 Consolidated Budget of the Group. * Reviewed and approved the Transfer Pricing Policy for the Group * Reviewed its Terms of Reference and recommended to the Board for approval. * Oversaw the appointment of a new external auditor (Ernst & Young) to replace the former external auditor of the Company, KPMG Professional Services who had served the Company for the maximum statutory period of ten (10) years. * Considered and approved the 2022 Risk Based Audit Plan * Considered the quarterly Internal Audit Report. * Considered and recommended to the Board for approval the submission of the 2021 Audited Financial Statements of NGX Group to NGX Regulation Limited and the Securities and Exchange Commission, respectively. * Considered and recommended to the Board for approval the submission of the Consolidated Management Accounts of NGX Group to NGX Regulation Limited and the Securities and Exchange Commission, respectively. Number of Meetings heldin 2022 S/N Committees Summary of Activities in 2022 68 ANNUAL REPORT AND ACCOUNTS 2022 ANNUAL REPORT AND ACCOUNTS 2022 69

Corporate Governance Report for the year ended 31 December 2022 * should not be at a level that can compromise their independence; * should match the levels paid to directors in comparable companies, whilst also taking into consideration Board members' required competencies, effort and the scope of the work and duties, and time commitments; * the remuneration paid will not include any performance related elements; and * there will be no pension for Board Members * attract, motivate and retain required key talents. * competitive when benchmarked against comparable companies; and * In order to attract, motivate and retain the required talents, NGX Group's philosophy is to target its remuneration structure between the 25th and 50th percentile of comparable companies. The ability to meet this objective is dependent on sustainability of proposed remuneration levels, the business and the economic realities of the country. Board Members Senior Management Key Principles Underlying Remuneration n. Remuneration Policy Elements of NGX Group's Remuneration Policy o. Evaluation of the Board The Board established a system to undertake a formal and rigorous annual evaluation of its performance, that of its committees, the Board Chairman and individual Board Members. The Board recognizes that Board evaluation is a critical structural tool for assessing Board effectiveness and efficiency. The process and modalities are clearly defined in the Evaluation Policy. NGX Group engaged an external Consultant to evaluate the performance of its Board, Committees and individual board members for the year ended 31 December 2022. The assessment covers the Board's structure and composition, responsibilities, processes and relationships for the year. p. Company Secretary The Company Secretary possesses relevant skill, qualification and competence necessary to discharge the duties of her office effectively. Ms. Obehi Ikhaghe was appointed the Acting Company Secretary in January 2023 following the resignation of Mrs. Mojisola Adeola effective 31 December 2022. She is a lawyer with over 13 years of experience, and she amongst other things: (I) Provides the Board and its members with detailed guidance on their statutory and fiduciary duties, governance issues, and how their responsibilities should be properly discharged in NGX Group's interest; (ii) Manages Board communication and communication among Board inter se and between Board and Management; (iii) Inducts new Board members to assist them transit quickly and effectively into their new roles as Board Members, particularly, to accelerate new members' integration and enable them to make quality contributions to Board discourse and decision making; (iv) Renders ongoing support and assistance to the Board; (v) Organizes relevant professional training as required by the Board. q. Regulatory Compliance/Fines: There were no fines recorded in the year under review. Corporate Governance Report for the year ended 31 December 2022 i. Relationship with Stakeholders Nigerian Exchange Group maintains an effective communication with its stakeholders, which enables them understand its business, financial condition and operating performance and trends. Apart from the annual report and accounts, proxy statements, NGX Group maintains a rich website that provides information on a wide range of issues for all stakeholders. j. Appointment of Board Members NGX Group developed a comprehensive, clearly defined and transparent procedure for appointment to the Board. This procedure is documented in the NGX Group's Policy on Nomination/Appointment of Individuals/Institutions to the Board. The Policy: (i) Provides a comprehensive, clearly defined and transparent procedure for the nomination and/ or appointment of Individuals/Institutions to the Board; (ii) Ensures that NGX Group is managed and overseen by competent, capable and trustworthy individuals resulting in an effective Board; and (iii) Ensures that the Board is structured in such a way that it has an understanding of NGX Group's current and emerging issues, as well as the requisite competence and ability to oversee Management, as it addresses these emerging issues. The Governance and Remuneration Committee (GARC) is responsible for assessing and nominating potential candidates to the Board and its Committees. The GARC is also responsible for recommending these candidates to the Board for consideration to fill a casual vacancy and or for election at NGX Group's Annual General Meeting (AGM) . Once approved by the Board, the candidates for appointment to the Board are presented to the SEC for its approval prior to their presentation for election at NGX Group's Annual General Meeting. The appointment of the Directors were approved at the Extra-Ordinary General Meeting (EGM) held on 3 March 2020 ahead of the demutualization of The Nigerian Stock Exchange (now Nigerian Exchange Group Plc) which occurred in March 2021. The appointment became effective upon demutualization. Thereafter, the Board of NGX Group Plc was inaugurated in April 2021. k. Induction and Training of Board Members Newly appointed Board members are onboarded in order to ensure that they can promptly and efficiently discharge their duties. The onboarding process is to build a solid foundation for informed oversight of NGX Group. The onboarding process is set forth as follows: * Provision of the Board Onboarding Packet; * A Formal induction session for Board and for each Committee; * Familiarization meeting with NGX Group's Management team; and * Completion of the Self-assessment Form to determine training needs. Board members are provided with the necessary support and resources during their tenure as Board Members and are trained annually based on identified training needs to ensure effective oversight in a dynamic and changing environment. l. Conflict of Interest Policy The Board maintains a Conflict of Interest Policy and all Board members are required to execute same stating that they would adhere to its provisions. The Conflict of Interest Policy ensures transparency and objectivity, protects the interests of NGX Group's shareholders, stakeholders and the general investing public in the course of the activities of the Board or any of its Committees. The policy ensures that conflicts of interest, whether real or perceived, that may arise within the Board are identified, disclosed and managed appropriately. m. Whistle Blowing Policy NGX Group is subscribed to the KPMG Ethics Line (an external whistleblowing program) in compliance with Principle 19 of the Nigerian Corporate Governance Code 2018 which requires Public Companies to establish a whistleblowing system for reporting unethical/unlawful activities. The KPMG Ethics Line is independent of NGX Group and therefore objective as it provides a higher level of assurance that the whistle-blower would remain anonymous and all disclosures would be treated in a confidential manner. 70 ANNUAL REPORT AND ACCOUNTS 2022 ANNUAL REPORT AND ACCOUNTS 2022 71

Statement of Compliance with Nigerian Exchange Limited's Listing Rules on Security Trading Nigerian Exchange Group has notified its Directors, Audit Committee members, employees and all individuals categorized as insiders to refrain from dealing in the Company's shares during the close period and also provided advisory to insiders on the regulatory requirements for trading in NGX Group Shares. The Company has developed its Security Trading Policy to reflect its new status as a listed company in line with the requirement of Rule17.15, Disclosure of Dealings in Issuers' Shares, Rulebook of the Exchange 2015 (Issuers Rule) and the Policy has been published on its website and communicated to its stakeholders. Dr. Umaru Kwairanga Obehi Ikhaghe FRC/2013/CISN/0000002357 FRC/2023/PRO/NBA/070/705720 Chairman Acting Company Secretary 24 February, 2023 24 February, 2023 Description Issued Share Capital Substantial Shareholdings (5% and above) Stanbic IBTC Trustees Stanbic IBTC Nominees Cardinal Stone & (Michael Nzewi direct and indirect) Total Substantial Shareholdings Directors' Shareholdings (direct and indirect), excluding directors with substantial interests Dr. Umaru Kwairanga (Indirect - Finmal Finance Company Ltd) Dr. Umaru Kwairanga (Direct) Mr. Oluwole Adeosun (Indirect - Chartwell Securities Ltd) Mr. Patrick Ajayi (Indirect - WCM Capital Ltd) Mr. Chidi Agbapu - (Indirect - Planet Capital Ltd) Mrs. Fatimah Bintah Bello – Ismail (Indirect - Katsina State Investment & Property Development Company Limited) Total Directors' Shareholdings Other Influential Shareholdings Niger State Development Company Ltd Yobe Investment Company Ltd Bank of Industry Ltd New Nigeria Development Company Ltd Sokoto Investment Company Ltd Gongola Investment Company Ltd Kaduna Investment Company Ltd Nigerian Investment Trust Company Ltd Bauchi Investment Corporation Securities Limited Yobe Investment & Securities Limited Jigawa State, Invest & Prop Dev Co Adamawa Securities Limited Ondo State, Government Gombe Securities Limited Jigawa State, Invest & Prop Dev Co Northern Nigeria Investment Ltd Northern Resources Development Ltd Plateau Investment Company Ltd Kano State Invesment aand Properties Ltd Total Other Influential Shareholdings Free Float in Units and Percentage Free Float in Value ₦ 38,438,752,047.00 NGX Group Free Float Computation as at 31 December 2022 Shareholding Structure/Free Float Status 31-Dec-22 Unit 2,204,619,907 222,480,337 141,157,364 114,647,069 478,284,770 1,420,640 3,053,924 5,632,830 3,000,000 1,000,000 1,441,274 14,128,028 2,441,274 2,441,274 2,441,274 2,441,274 2,441,274 2,441,274 2,441,274 2,441,274 3,371,786 4,318,052 2,486,274 2,007,884 2,000,000 7,884 252,400 2,441,274 2,441,274 2,000,000 100,000 40,957,020 1,671,250,089 Percentage 100% 10.09% 6.40% 5.20% 21.69% 0.06% 0.14% 0.26% 0.14% 0.05% 0.07% 0.64% 0.11% 0.11% 0.11% 0.11% 0.11% 0.51% 0.11% 0.11% 0.15% 0.20% 0.11% 0.09% 0.09% 0.00% 0.01% 0.11% 0.11% 0.09% 0.00% 2.26% 75.81% Declaration: (A) Nigerian Exchange Group Plc with a free float percentage of 75.81% as at 31 Dec 2022, is compliant with NGX's free float requirements for companies listed on the Main Board. (B) Nigerian Exchange Group Plc with a free float value of N38,438,752,047.00 as at 31 Dec 2022, is compliant with NGX's free float requirements for companies listed on the Main Board. 72 ANNUAL REPORT AND ACCOUNTS 2022 ANNUAL REPORT AND ACCOUNTS 2022 73

Statement of Corporate Responsibilities for the Financial Statements For the year ended 31 December 2022 Further to the provisions of section 405 of the Companies and Allied Matters Act (CAMA), 2020, we, the Managing Director/CEO and Chief Financial Officer, hereby certify the financial statements of Nigerian Exchange Group Plc (“The NGX Group" and "Company”) for the year ended 31 December 2022 as follows: a) That we have reviewed the audited consolidated and separate financial statements of the Group and Company for the year ended 31 December 2022. b) That the audited consolidated and separate financial statements do not contain any untrue statement of material fact or omit to state a material fact which would make the statements misleading, in the light of the circumstances under which such statement was made. c) That the audited consolidated and separate financial statements and all other financial information included in the statements fairly present, in all material respects, the financial condition and results of operation of the Group and Company as of and for, the year ended 31 December 2022. d) That we are responsible for establishing and maintaining internal controls and have designed such internal controls to ensure that material information relating to the Group and Company and its subsidiaries is made known to the officer by other officers of the companies, during the year end 31 December 2022. e) That we have evaluated the effectiveness of the Company's internal controls within 90 days prior to the date of audited consolidated and separate financial statements, and certify that the Company's internal controls are effective as of that date. f) That there were no significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our evaluation, including any corrective action with regard to significant deficiencies and material weaknesses. g) That we have disclosed the following information to the Company's Auditors and Audit Committee: (i) there are no significant deficiencies in the design or operation of internal controls which could adversely affect the Company's ability to record, process, summarise and report financial data, and have identified for the Company's auditors any material weaknesses in internal controls, and (ii) there is no fraud that involves management or other employees who have a significant role in the Company's internal control. Mr. Oscar N. Onyema, OON Mr. Cyril Eigbobo FRC/2013/IODN/00000001802 FRC/2013/ICAN/00000001736 Group Chief Executive Officer Group Chief Financial Officer 24 February, 2023 24 February, 2023 Statement of Directors' responsibilities in relation to the preparation of the Consolidated and Separate Financial Statements For the year ended 31 December 2022 The Companies and Allied Matters Act, 2020, requires the Directors to prepare financial statements for each financial year that give a true and fair view of the state of financial affairs of the Group at the end of the year and of its profit or loss and other comprehensive income. The responsibilities include ensuring that the Group: a) keeps proper accounting records that disclose, with reasonable accuracy, the financial position of the Group and the Company in compliance with the requirements of the Companies and Allied Matters Act 2020, the Investments and Securities Act 2007, the Financial Reporting Council of Nigeria Act, No. 6, 2011 and relevant securities and exchange commision guidelines and circulars; b) establishes adequate internal controls to safeguard its assets and to prevent and detect fraud and other irregularities; and c) prepares its consolidated and separate financial statements using appropriate accounting policies supported by reasonable and prudent judgments and estimates, and are consistently applied. The Directors accept responsibility for the annual consolidated and separate financial statements, which have been prepared using appropriate accounting policies supported by reasonable and prudent judgments and estimates, in conformity with the International Financial Reporting Standards as issued by the International Accounting Standards Board, and the requirements of the Companies and Allied Matters Act, 2020, the Investments and Securities Act 2007 and the Financial Reporting Council of Nigeria Act No. 6, 2011. The Directors are of the opinion that the consolidated and separate financial statements present fairly, in all material respects, the financial position and financial performance of the Group and the Company as at year ended 31 December 2021. The Directors further accept responsibility for the maintenance of accounting records that may be relied upon in the preparation of the consolidated and separate financial statements, as well as adequate systems of internal financial control. Nothing has come to the attention of the Directors to indicate that the Group and the Company will not remain a going concern for at least twelve months from the date of this statement. SIGNED ON BEHALF OF THE BOARD OF DIRECTORS BY: Dr. Umaru Kwairanga Mr. Oscar N. Onyema, OON FRC/2013/CISN/0000002357 FRC/2013/IODN/00000001802 Chairman Group Chief Executive Officer 24 February, 2023 24 February, 2023 74 ANNUAL REPORT AND ACCOUNTS 2022 ANNUAL REPORT AND ACCOUNTS 2022 75

Opinion We have audited the consolidated and separate financial statements of Nigerian Exchange Group Plc (“the Company”) and its subsidiaries (together “the Group" or "NGX Group”), which comprise the consolidated and separate statements of financial position as at 31 December 2022, and the consolidated and separate statements of profit or loss and other comprehensive income, the consolidated and separate statements of changes in equity and the consolidated and separate statements of cash flows for the year then ended, and a summary of significant accounting policies and notes to the consolidated and separate financial statements. In our opinion, the accompanying consolidated and separate financial statements give a true and fair view of the consolidated and separate financial position of the Group and the Company as at 31 December 2022 and their consolidated and separate financial performance and consolidated and separate cash flows for the year then ended in accordance with the International Financial Reporting Standards, the provisions of the Companies and Allied Matters Act, 2020, and in compliance with the Financial Reporting Council of Nigeria Act No. 6, 2011. Basis for Opinion We conducted our audit in accordance with the International Standards on Auditing (ISA). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated and Separate Financial Statements section of our report. We are independent of the Group and the Company in accordance with the International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code) together with the ethical requirements that are relevant to our audit of the consolidated and separate financial statements in Nigeria, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated and separate financial statements of the current year. These matters were addressed in the context of our audit of the consolidated and separate financial statements, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For each matter below, our description of how our audit addressed the matter is provided in that context. We have fulfilled the responsibilities described in the Auditor's Responsibilities for the Audit of the Consolidated and Separate Financial Statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the consolidated and separate financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying consolidated and separate financial statements. Independent Auditor's Report To The Members Of Nigerian Exchange Group Plc Report on the Audit of the Consolidated and Separate Financial Statements Ernst & Young 10th Floor, UBA House 57, Marina Lagos, Nigeria Tel: +234 (01) 844 996 2/3 Fax: +234 (01) 463 0481 ey.com Statutory Audit Committee's Report For the year ended 31 December 2022 TO: THE MEMBERS OF NIGERIAN EXCHANGE GROUP PLC In accordance with the provisions of Section 404(7) of the Companies and Allied Matters Act, 2020, we the Members of the Statutory Audit Committee of Nigerian Exchange Group Plc (“the Company”) having carried out our statutory functions under the Act, hereby report that: a) the accounting and reporting policies of the Company are in accordance with legal requirements and agreed ethical practices; b) the scope and planning of both the external and internal audit for the year ended 31 December, 2022 are satisfactory; c) the internal audit programs are extensive and provide a satisfactory evaluation of the efficiency of the internal control systems; and d) having deliberated with the Independent Auditor, who confirmed that necessary co-operation was received from Management in the course of their statutory audit and having reviewed the Independent Auditor's memorandum of recommendations on accounting procedures and internal control matters, we are satisfied with Management responses thereon. Finally, we acknowledge the co-operation of Management and staff in the conduct of our duties. Members of the Statutory Audit Committee are: 1. Mr. Samuel Adejumo (Shareholders' Representative) Chairman 2. Mr. Peter Eyanuku (Shareholders' Representative) Member 3. Mr. Michael Itegboje (Shareholders' Representative) Member 4. Mrs. Ojinka Olaghere (Directors' Representative) Member 5. Mr. Oluwole Adeosun (Directors' Representative) Member The Company Secretary served as the Secretary to the Committee. Dated 24 February 2023 Mr. Samuel Adejumo Chairman, Statutory Audit Committee FRC/2014/CISN/00000008649 76 ANNUAL REPORT AND ACCOUNTS 2022 ANNUAL REPORT AND ACCOUNTS 2022 77

Other matter The financial statements of Nigerian Exchange Group Plc for the year ended 31 December 2021 were audited by another auditor who expressed unmodified opinion on those financial statements on 28 February 2022. Other Information The Directors are responsible for the other information. The other information comprises the information included in the document titled “NIGERIAN EXCHANGE GROUP Plc Consolidated and Separate Financial Statements for the year ended 31 December 2022”, which includes the Corporate Information, Statement of Corporate Responsibility, the Directors' Report, Corporate Governance Report, Statement of Compliance with Nigerian Exchange Limited Listing Rules, Statement of Directors' Responsibilities in relation to the Financial Statements, Audit Committee Report, and Other Natiaonal Disclosures as required by the Companies and Allied Matters Act, 2020, and in compliance with the Financial Reporting Council Act, No. 6, 2011, which we obtained prior to the date of this report, and the Annual Report, which is expected to be made available to us after that date. Other information does not include the consolidated and separate financial statements and our auditor's report thereon. Our opinion on the consolidated and separate financial statements does not cover the other information and we do not express an audit opinion or any form of assurance conclusion thereon. In connection with our audit of the consolidated and separate financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated and separate financial statements, or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed on the other information obtained prior to the date of this auditor's report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the Directors for the Consolidated and Separate Financial Statements The Directors are responsible for the preparation and fair presentation of the consolidated and separate financial statements in accordance with the International Financial Reporting Standards, the provisions of the Companies and Allied Matters Act, 2020, and in compliance with the Financial Reporting Council of Nigeria Act No.6, 2011, and for such internal controls as the Directors determine is necessary to enable the preparation of consolidated and separate financial statements that are free from material misstatements, whether due to fraud or error. Responsibilities of the Directors for the Consolidated and Separate Financial Statements In preparing the consolidated and separate financial statements, the Directors are responsible for assessing the Group and the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group and/or the Company or to cease operations, or have no realistic alternative but to do so. Auditor's Responsibilities for the Audit of the Consolidated and Separate Financial Statements Our objectives are to obtain reasonable assurance about whether the consolidated and separate financial statements as a whole are free from material misstatements, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with the ISA will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated and separate financial statements. As part of an audit in accordance with the ISA, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: * Identify and assess the risks of material misstatement of the consolidated and separate financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. * Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's and the Company's internal control. * Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Directors. * Conclude on the appropriateness of the Directors' use of the going concern basis of accounting and based on the audit evidence Independent Auditor's Report To The Members Of Nigerian Exchange Group Plc The Key Audit Matter apply equally to the audit of the consolidated and separate financial statements. Expected Credit Loss (ECL) on Financial Assets Financial assets at amortised cost and bank balances, amount to N22.8 billion (2021: N18.3 billion) and N14.8 billion (2021: N15.5 billion) and represent 40% (2021: 48%) and 40% (2021: 62%) of total assets for the Group and the Company, respectively. The financial assets include term deposits, federal government bonds, state government bonds, corporate bonds, and other related financial assets. The financial assets are carried at amortised cost, less allowance for impairment. Impairment allowance is made on expected credit losses. It is a key area of judgment due to the level of subjectivity inherent in estimating the impact of key assumptions on the recoverable amount of the balances." There are several significant judgments which are required in measuring the ECL under IFRS 9, this includes: - The determination of criteria for Significant Increase in Credit Risk (SICR) for staging purpose. (At origination, financial asset is classified as stage 1, when there is significant increase in credit risk the financial asset is migrated to stage 2 and subsequently to stage 3 when there is a default); - Factoring in future economic assumptions; - Techniques used in determine the Probability of Default ('PD') and Loss Given Default ('LGD'). Given the materiality of the financial assets and the level of complexity and judgement involved in the determination of the ECL, we considered the impairment of financial assets as a key audit matter. The Group's and the Company's accounting policy on impairment and related disclosures on credit risk are shown in Notes 5.4 and 6(ii) to the consolidated and separate financial statements, respectively. Our audit procedures with respect to the audit for the year ended 31 December 2022: * We reviewed the IFRS 9 ECL model and other documentation prepared by management for the computation of impairment on financial assets at amortised cost in line with the requirements of IFRS 9. * We evaluated the financial assets to determine whether all assets were included in the calculations, and whether they met the definition of a financial asset; * We obtained an understanding and tested the key data sources and assumptions used in the ECL models by the Group and the Company. We understood the process of choosing the data points and its relevance for the Group and the Company; * We reviewed the IFRS 9 ECL model and other documentation prepared by management for the computation of impairment on financial assets at amortised cost in line the requirements of IFRS 9. * We evaluated management assumptions used, as it relates to forward looking assumptions by using publicly available information; * We reviewed- the appropriateness of the Group's and the Company's determination of SICR in accordance with the standard and the resultant basis for classification of various exposures into various stages; * For a sample of exposures, we tested the accuracy of the Group's and the Company's staging; * For a sample of exposures, we checked the appropriateness of determining the Exposure at Default and the resulting arithmetical calculations; * We recomputed the calculation of the LGD used by the Group and the Company in the ECL calculations, including assessing the appropriateness of the use of collateral and the resulting arithmetical calculations. * We involved our internal specialists to assist in the review of the models used and to perform an independent recalculation of the impairment provision for the selected portfolios. * We reviewed the qualitative and quantitative disclosures for reasonableness and to ensure conformity with IFRS 7- Financial Instruments: Disclosures. Key Audit Matter How the matter was addressed in the audit Independent Auditor's Report To The Members Of Nigerian Exchange Group Plc The Key Audit Matter apply equally to the audit of the consolidated and separate financial statements. 78 ANNUAL REPORT AND ACCOUNTS 2022 ANNUAL REPORT AND ACCOUNTS 2022 79

FINANCIAL STATEMENTS obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's and the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated and separate financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group and/or the Company to cease to continue as a going concern. * Evaluate the overall presentation, structure and content of the consolidated and separate financial statements, including the disclosures, and whether the consolidated and separate financial statements represent the underlying transactions and events in a manner that achieves fair presentation. * Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group and the Company to express an opinion on the consolidated and separate financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion. We communicate with the Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the Directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence and where applicable, actions taken to eliminate threats or safeguards applied. From the matters communicated with the Directors, we determine those matters that were of most significance in the audit of the consolidated and separate financial statements of the current year and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Report on Other Legal and Regulatory Requirements In accordance with the requirements of the Fifth Schedule of the Companies and Allied Matters Act, 2020, we confirm that: I) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit; ii) In our opinion, proper books of account have been kept by the Group and the Company, in so far as it appears from our examination of those books; iii) The consolidated and separate statements of financial position and the consolidated and separate statements of profit or loss and other comprehensive income are in agreement with the books of account; and iv) In our opinion, the consolidated and separate financial statements have been prepared in accordance with the provisions of the Companies and Allied Matters Act, 2020 so as to give a true and fair view of the state of affairs and financial performance of the Company and its subsidiaries. Oluwasayo Elumaro, FCA FRC/2012/ICAN/00000000139 For: Ernst & Young Lagos, Nigeria 1 March 2023 Independent Auditor's Report To The Members Of Nigerian Exchange Group Plc Auditor’s Responsibilities for the Audit of the Consolidated and Separate Financial Statements 80 ANNUAL REPORT AND ACCOUNTS 2022

Consolidated and Separate Statement of Financial Position As at 31 December 2022 The financial statements were approved by the Board on 24 February 2023 and signed on its behalf by: Dr. Umaru Kwairanga Mr. Oscar N. Onyema, OON Mr. Cyril Eigbobo FRC/2013/CISN/0000002357 FRC/2013/IODN/00000001802 FRC/2013/ICAN/00000001736 Chairman Group Managing Director and CEO Group Chief Financial Officer The accompanying notes to the consolidated and separate financial statements are an integral part of these consolidated and separate financial statements. In thousands of naira ASSETS Cash and cash equivalents Trade and other receivables Intercompany receivables Prepayments Investments securities Total current assets Investment securities Investment in associates Investment in subsidiaries Property and equipment Intangible assets Right-of-use asset Defined benefit plan asset Total non-current assets Total assets LIABILITIES Other liabilities Term borrowings Income tax liabilities Lease liabilities Retirement benefit obligation Total current liabilities Retirement benefit obligation Provisions Deferred tax liability Total non current liabilities Total liabilities EQUITY Share capital Other reserves Retained earnings Total equity Total liabilities and equity Group 31-Dec-22 4,749,694 1,064,696 - 592,461 621,570 7,028,421 16,330,112 29,711,182 - 3,827,404 90,444 75,501 180 50,034,822 57,063,243 5,286,796 14,078,952 93,854 26,021 - 19,485,623 125,666 405,744 238,882 770,292 20,255,915 1,102,310 3,973,831 31,731,187 36,807,328 57,063,243 Group 31-Dec-21 2,248,237 1,658,324 - 460,577 3,986,512 8,353,650 10,373,491 14,750,629 - 4,209,294 181,875 - - 29,515,289 37,868,939 2,498,648 - 224,724 222,623 - 2,945,995 163,964 405,744 238,882 808,590 3,754,585 982,058 1,988,351 31,143,945 34,114,354 37,868,939 Company 31-Dec-22 1,560,373 704,470 926,009 95,745 648,871 3,935,468 10,998,256 19,364,881 2,856,928 203,929 24,834 - - 33,448,828 37,384,296 1,180,094 14,078,952 16,229 - 1,416 15,276,691 39,561 402,743 - 442,304 15,718,995 1,102,310 (61,030) 20,624,021 21,665,301 37,384,296 Company 31-Dec-21 1,097,730 1,123,165 909,120 267,822 1,946,974 5,344,811 10,373,491 5,083,910 3,738,111 296,147 31,361 - - 19,523,020 24,867,831 2,335,019 - 24,896 142,422 - 2,502,337 24,496 402,743 - 427,239 2,929,576 982,058 (29,789) 20,985,986 21,938,255 24,867,831 Note 15 16 17 18 19 19 20 21 22 23 27 28 24 25 26 27 28 28 29 30 31(a) 31(d) Consolidated and Separate Statement of Comprehensive Income For the year ended 31 December 2022 In thousands of naira Revenue Revenue Other income Interest expense on borrowings Impairment charge/ reversal on assets Personnel expenses Depreciation of PPE Depreciation of ROU asset Amortization Operating expenses Total expenses Operating (loss)/profit Share of profit of equity accounted investees Profit / (loss) before minimum taxation Minimum tax Profit/ (loss) before income tax expense Income tax expense Profit/ (loss) for the year Other comprehensive income: Items that will never be reclassified to profit or loss Equity-accounted investee -share of OCI-fair value Remeasurement of defined benefit liability Equity investment at FVOCI - net change in fair value Equity-accounted investee - share of OCI remeasurement of defined benefit liability Other comprehensive income / (loss), net of tax Total comprehensive income / (loss) for the year Earnings per share Basic and diluted (Naira) Group 31-Dec-22 6,170,366 6,170,366 1,329,237 7,499,603 (2,100,468) (3,549) (3,664,500) (467,133) (2,083) (81,436) (2,508,190) (8,827,357) (1,327,755) 2,150,844 823,089 - 823,089 (124,607) 698,482 (68,035) 41,250 2,021,278 - 1,994,493 2,692,975 0.35 Group 31-Dec-21 5,777,055 5,777,055 1,021,704 6,798,759 - (70,289) (3,239,711) (394,733) - (99,356) (2,712,829) (6,516,918) 281,841 2,119,361 2,401,202 (6,981) 2,394,221 (146,055) 2,248,166 (13,471) 39,007 564,153 255 589,944 2,838,110 1.13 Company 31-Dec-22 3,348,241 3,348,241 219,897 3,568,138 (2,100,468) 82,139 (798,847) (48,840) - (6,527) (944,848) (3,817,391) (249,253) - (249,253) - (249,253) (10,484) (259,737) - (13,217) - - (13,217) (272,954) - Company 31-Dec-21 3,734,541 3,734,541 385,734 4,120,275 - 324,791 (983,340) (185,429) - (1,273) (1,369,338) (2,214,589) 1,905,686 - 1,905,686 (6,031) 1,899,655 (18,865) 1,880,790 - 9,541 - - 9,541 1,890,331 - Note 9 10 25 11 12 22 27 23 13 20(iii) 14 14 31(d) 28 19(a)(iii) 31(d) 36 The accompanying notes to the consolidated and separate financial statements are an integral part of these consolidated and separate financial statements. 82 ANNUAL REPORT AND ACCOUNTS 2022 ANNUAL REPORT AND ACCOUNTS 2022 83

Consolidated and Separate Statement of Cash Flows For the year ended 31 December 2022 In thousands of naira Cash flows from operating activities: Profit/(loss) before tax Adjustments for: Depreciation of property and equipment Depreciation of investment property Depreciation of right of use asset Amortization of intangible assets Gain on disposal of property and equipment Write-off of property plant & equipment Net foreign exchange differences Impairment loss on investment securities Impairment loss/(reversal) on cash and cash equivalent Impairment write back on intercompany receivables Interest expense on borrowing Impairment writeback on trade and other receivables Interest expense on lease liabilities Share of profit of equity accounted investee Current service charge & interest cost: long service award Interest income Dividend income Change in intercompany receivables Change in trade and other receivables Change in prepayments Change in liabilities Change in retirement benefit obligations Income tax paid Retirement benefit obligation paid Net cash from/(used in) operating activities Cash flows from investing activities: Interest received Dividend received (Purchase)/sale of investments - financial assets Acquisition of property and equipment Proceeds from the sale of property and equipment Additions to investment property Proceeds from disposal of investment in subsidiary Additional investment in associates Proceeds from the disposal of intangible assset Acquisition of intangible assets Net cash used in investing activities Cash flows from financing activities: Lease payments Proceeds from term loan Repayment of borrowings- principal Interets paid Net cash from/(used in) financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the year Effect of movements in exchange rates on cash held Cash and cash equivalents at end of year Group 2022 823,089 417,161 - 2,083 81,436 (18,668) - 12,792 (68) (304) - 2,100,468 (110,150) 886 (2,150,844) 40,682 (2,030,704) - (832,141) - 703,778 (131,884) 2,710,564 (180) 2,450,137 (255,477) (37,731) 2,156,929 1,918,348 1,471,262 (457,977) (193,368) 176,765 - - (14,349,006) 9,995 - (11,423,981) (197,488) 25,000,000 (11,815,648) (1,205,868) 11,780,996 2,513,944 2,248,237 (12,487) 4,749,694 Group 2021 2,401,202 394,733 - - 99,356 (1,246) - 45,143 12,649 2,504 - - 46,463 31,871 (2,119,361) 44,779 (1,343,207) - (385,113) - (842,741) (322,226) 72,319 - (1,477,762) (17,404) (386,390) (1,881,556) 1,218,989 1,707,680 (3,463,774) (356,266) (4,754) - - (1,926,571) - (39,299) (2,863,995) - - - - - (4,745,551) 6,988,063 5,725 2,248,237 Company 2022 (249,253) 48,840 - - 6,527 - 142,453 (719) - - (66,889) 2,100,468 (7,000) - - 1,848 (1,876,948) (1,471,262) (1,371,935) 70,000 425,695 172,077 (1,067,063) 1,416 (1,769,810) (19,151) - (1,788,961) 1,764,592 1,471,262 785,694 (99,075) - - 861,183 (14,280,971) - - (9,497,315) (230,284) 25,000,000 (11,815,648) (1,205,868) 11,748,200 461,923 1,097,730 719 1,560,373 Company 2021 1,905,686 185,429 - - 1,273 (623) - 29,201 12,649 2,121 (349,000) - - 29,727 - 8,962 (1,307,121) (1,707,680) (1,189,376) 380,313 (275,562) (132,008) 44,175 - (1,172,458) - (363,660) (1,536,118) 1,182,903 1,707,680 (3,489,073) (211,190) 623 - - (1,926,570) - (32,634) (2,768,262) (166,990) - - - (166,990) (4,471,370) 5,562,994 6,107 1,097,730 Note 22 27 23 10 22 35(x) 11 11 11 25 11 13 20(iii) 28 9 9 35(i) 35(ii) 35(iii) 35(iv) 28 26 28 35(v) 35(vi) 35(vii) 22 35(viii) 35(ix) 23 27 25 25 25 15 The accompanying notes to the consolidated and separate financial statements are an integral part of these consolidated and separate financial statements. Consolidated and Separate Statement of Changes In Equity For the year ended 31 December 2022 The Group In thousands of naira Balance at 1 January 2021 Total comprehensive income for the year: Profit for the year Other comprehensive income (net of income tax) Equity investment at FVOCI - net change in fair value Equity accounted investee - share of OCI Remeasurement of defined benefit liability Equity accounted investee - share of OCIRemeasurement of defined benefit liability Total comprehensive income for the year Transaction with equity holders Balance at 31 December 2021 Balance at 1 January 2022 Total comprehensive income for the year: Profit for the year Other comprehensive income (net of income tax) Equity investment at FVOCI - net change in fair value Equity accounted investee - share of OCI Remeasurement of defined benefit liability Equity accounted investee - share of OCIRemeasurement of defined benefit liability Total comprehensive income for the year Transaction with equity holders Balance at 31 December 2022 The Company In thousands of naira Balance at 1 January 2021 Total comprehensive income for the year: Profit for the year Other comprehensive income (net of income tax) Remeasurement of defined benefit liability Total comprehensive income for the year Transaction with equity holders Transaction with equity holders Balance as at 31 December 2021 Balance at 1 January 2022 Total comprehensive income for the year: Loss for the year Other comprehensive income (net of income tax) Remeasurement of defined benefit liability Transaction with equity holders Total comprehensive loss for the year Balance at 31 December 2022 Fair value reserve 1,437,498 564,153 (13,471) - - 550,682 9,012 1,997,192 1,997,192 - 2,021,278 (68,035) - - 1,953,243 3,950,435 Fair value reserve - - - - - - - - - - - - Actuarial valuation reserve (48,103) - - 39,007 255 39,262 - (8,842) (8,842) - 41,250 - 41,250 - 32,408 Actuarial valuation reserve (48,342) - 9,541 9,541 - - (38,801) (38,801) - (13,217) (13,217) (52,018) Retained Earnings 29,886,849 2,248,166 - - - - 2,248,166 (991,070) 31,143,945 31,143,945 698,482 - - - - 698,482 (111,240) 31,731,187 Retained Earnings 20,096,266 1,880,790 - 1,880,790 - (982,058) 20,994,998 20,994,998 (259,737) - (111,240) (370,977) 20,624,021 Total equity 31,276,243 2,248,166 564,153 (13,471) 39,007 255 2,838,110 - 34,114,353 34,114,353 698,482 2,021,278 (68,035) 41,250 - 2,692,975 - 36,807,328 Total equity 20,047,924 1,880,790 9,541 1,890,331 - - 21,938,255 21,938,255 (259,737) (13,217) - (272,954) 21,665,301 The accompanying notes to the consolidated and separate financial statements are an integral part of these consolidated and separate financial statements. Share Capital - - - - - - - 982,058 982,058 982,058 - - - - - - 120,252 1,102,310 Share Capital - - - 982,058 982,058 982,058 - - 120,252 120,252 1,102,310 Claims review shares reserve - - - - - - - - - - - - - - - - (9,012) (9,012) Claims review shares reserve - - - - - - - - - - (9,012) (9,012) (9,012) Note 19(a)(iii) 31(d) 28 31(d) 31 19(a)(iii) 31(d) 28 28 0 31 28 Other Reserves Other Reserves 84 ANNUAL REPORT AND ACCOUNTS 2022 ANNUAL REPORT AND ACCOUNTS 2022 85

Notes to the Consolidated and Separate Financial Statements For the year ended 31 December 2022 3 Use of judgments and estimates In preparing these consolidated and separate financial statements, the Directors have made judgments, estimates and assumptions that affect the application of the Group's accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Judgment refers to management's judgments applied to significant accounting policies that materially impact the financial statements. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively. i Judgements Information about judgements made in applying accounting policies that have the most significant effects on the amounts recognised in the financial statements is included in the following notes: Note 26 Lease Term: whether the Group is reasonably certain to exercise extension options; Note 20 Equity-accounted investees: whether the Group has significant influence over an investee; and Note 21 Consolidation: whether the Group has de facto control over an investee. ii Assumptions and estimation uncertainties Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year are included in the following notes: Note 7(b) FVOCI: Key assumptions underlying the determination of fair value of the investments; Note23(a) Impairment test of intangible assets and goodwill: key assumptions underlying recoverable amounts, including the recoverability of development costs; Note21 Investment in subsidiaries: Key assumptions underlying the recoverable amount; Note16 Measurement of ECL allowance for trade receivables: key assumptions in determining the weightedaverage loss rate; Note28 Measurement of defined benefit obligations: key actuarial assumptions; and Note30 Recognition of deferred tax assets: availability of future taxable profit against which deductible temporary differences and tax losses carried forward can be utilised; and Note32 Recognition and measurement of provisions and contingencies: key assumptions about the likelihood and magnitude of an outflow of resources. iii Measurement of fair values A number of the Group's accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities. The Group has an established control framework with respect to the measurement of fair values. This includes a valuation team that has overall responsibility for overseeing all significant fair value measurements, including Level 3 fair values, and report directly to the chief financial officer. The valuation team regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair values, then the valuation team assesses the evidence obtained from the third parties to support the conclusion that such valuations meet the requirements of IFRS, including the level in the fair value hierarchy in which such valuations should be classified. Significant valuation issues are reported to the Group's Board Risk and Audit Committee. When measuring the fair value of an asset or a liability, the Group uses observable market data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows. (i) Level 1 : Quoted market price (unadjusted) in an active market for an identical assets or liabilities. (ii) Level 2 : inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). Notes to the Consolidated and Separate Financial Statements For the year ended 31 December 2022 1 Reporting entity NGX Group was incorporated in Nigeria as a private company limited by shares on 15 September 1960 as Lagos Stock Exchange and its name changed to the Nigerian Stock Exchange on 15 December 1977. The Exchange was re-registered as a Company Limited by Guarantee on 18 December 1990. On 10 March 2021, NGX Group was converted and reregistered as a public company limited by shares, pursuant to the Demutualization Act, 2018. NGX Group, however, retained the incorporation date of September 15, 1960 and registration certificate number RC 2321 of The Nigerian Stock Exchange (NSE) which is registered under the laws of the Federal Republic of Nigeria. In March 2021, it obtained its approval from the Securities and Exchange Commission to operate as a demutualized entity. The demutualization of the NSE resulted in its operational structure change from a Company limited by guarantee to a Company limited by shares. Part of the restructuring activities include the reallocation of the assets and liabilities of the NGX Group to the newly emerged entities, the Nigerian Exchange Limited and NGX Regulation Limited. NGX Group provides a wide range of services including listing and trading securities, licensing, market data solutions, ancillary technology, regulation, real estate and more through its wholly owned subsidiaries. The Company was listed by introduction on the floor of the Nigerian Exchange Ltd on October 15, 2021 and became a Public Listed Company. The Memorandum and Articles of Association of the re-registered Exchange was also amended to the new name, Nigerian Exchange Group. The address of the NGX Group's registered office is Nigerian Exchange House, 2/4 Customs Street, Lagos. The consolidated and separate financial statements of the Company as at and for the year ended 31 December 2022 comprise the Company and its subsidiaries (together referred to as the “Group” " NGX Group") and the Group's interest in equity accounted investees. The principal activity of NGX Group is to carry on business as a financial holding company, investing in and holding controlling shares in, as well as managing equity investments in capital market securities. 2 Basis of accounting i Statement of compliance These consolidated and separate financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), in the manner required by the Companies and Allied Matters Act of Nigeria (CAMA), 2020, and the Financial Reporting Council of Nigeria Act, 2011. ii Basis of preparation These consolidated and separate financial statements have been prepared on an accrual basis and under historical cost convention except for the following items, which are measured on an alternative basis on each reporting date: (a) Investments in debt instruments measured at amortised cost. (b) Equity investments measured at fair value through other comprehensive income (FVOCI). (c) The liability for defined benefit obligations recognised as the present value of the defined benefit obligation less the fair value of the plan assets. (d) Trade and other receivables and other liabilities are measurement at amortised cost. These consolidated and separate financial statements are presented in naira, which is the Group's functional currency. All amounts have been rounded to the nearest thousand, unless otherwise indicated. The consolidated and separate financial statements were authorised for issue by the Board of Directors on 24th February 2023. Details of the Group's and the Company's accounting policies are included in note 5 to the financial statements. 86 ANNUAL REPORT AND ACCOUNTS 2022 ANNUAL REPORT AND ACCOUNTS 2022 87

* IFRS 9 Financial Instruments – Fees in the '10 per cent' test for derecognition of financial liabilities The amendment clarifies the fees that an entity includes when assessing whether the terms of a new or modified financial liability are substantially different from the terms of the original financial liability. These fees include only those paid or received between the borrower and the lender, including fees paid or received by either the borrower or lender on the other's behalf. There is no similar amendment proposed for IAS 39 Financial Instruments: Recognition and Measurement. These amendments had no impact on the financial statement of the Group and company during the period. Standards issued but not yet effective The new and amended standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Group and company's financial statements are disclosed below. The Group and company intends to adopt these new and amended standards and interpretations, if applicable, when they become effective. * IFRS 17 - Insurance Contract In May 2017, the IASB issued IFRS 17 Insurance Contracts (IFRS 17), a comprehensive new accounting standard for insurance contracts covering recognition and measurement, presentation and disclosure. Once effective, IFRS 17 will replace IFRS 4 Insurance Contracts (IFRS 4) which was issued in 2005. IFRS 17 applies to all types of insurance contracts (i.e. life,non-life, direct insurance and re-insurance), regardless of the type of entities that issue them, as well as to certain guarantees and financial instruments with discretionary participation features. A few scope exceptions will apply. The overall objective of IFRS 17 is to provide an accounting model for insurance contracts that is more useful and consistent for insurers. In contrast to the requirements in IFRS 4, which are largely based on grandfathering previous local accounting policies, IFRS 17 provides a comprehensive model for insurance contracts, covering all relevant accounting aspects. The core of IFRS 17 is the general model, supplemented by: (i) A specific adaptation for contracts with direct participation features (the variable fee approach) (ii) A simplified approach (the premium allocation approach) mainly for short-duration contracts IFRS 17 is effective for reporting periods beginning on or after 1 January 2023, with comparative figures required. Early application is permitted, provided the entity also applies IFRS 9 and IFRS 15 on or before the date it first applies IFRS 17. This standard is not applicable to the Group and company." * Amendments to IAS 1: Classification of Liabilities as Current or Non-current In January 2020, the IASB issued amendments to paragraphs 69 to 76 of IAS 1 to specify the requirements for classifying liabilities as current or non-current. The amendments clarify: (i) What is meant by a right to defer settlement (ii) That a right to defer must exist at the end of the reporting period (iii) That classification is unaffected by the likelihood that an entity will exercise its deferral right (iv) That only if an embedded derivative in a convertible liability is itself an equity instrument would the terms of a liability not impact its classification The amendments are effective for annual reporting periods beginning on or after 1 January 2024 and must be applied retrospectively. The Group and company is currently assessing the impact the amendments will have on current practice and whether existing loan agreements may require renegotiation. * Definition of Accounting Estimates - Amendments to IAS 8 In February 2021, the IASB issued amendments to IAS 8, in which it introduces a definition of 'accounting estimates'. The amendments clarify the distinction between changes in accounting estimates and changes in accounting policies and the correction of errors. Also, they clarify how entities use measurement techniques and inputs to develop accounting estimates. The amendments are effective for annual reporting periods beginning on or after 1 January 2023 and apply to changes in accounting policies and changes in accounting estimates that occur on or after the start of that period. Earlier application is permitted as long as this fact is disclosed. The amendments are not expected to have a material impact on the Group and company's financial statements" * Disclosure of Accounting Policies - Amendments to IAS 1 and IFRS Practice Statement 2 In February 2021, the IASB issued amendments to IAS 1 and IFRS Practice Statement 2 Making Materiality Judgements, in which it provides guidance and examples to help entities apply materiality judgements to accounting policy disclosures. The amendments aim to help entities provide accounting policy disclosures that are more useful by replacing the requirement for entities to disclose their 'significant' accounting policies with a requirement to disclose their 'material' accounting policies and Notes to the Consolidated and Separate Financial Statements For the year ended 31 December 2022 (iii) Level 3 : inputs for the asset or liability that are not based on observable market data (unobservable inputs). If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement. The Group recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred. Further information about the assumptions made in measuring fair values is included in note 7. 4 Changes in accounting policies The Group and company applied for the first-time certain standards and amendments, which are effective for annual periods beginning on or after 1 January 2022 (unless otherwise stated). The Group and company has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective. Standards issued and effective as at 1 January 2022 are: IFRS 1 First-time Adoption of International Financial Reporting Standards – Subsidiary as a first-time The amendment permits a subsidiary that elects to apply paragraph D16(a) of IFRS 1 to measure cumulative translation differences using the amounts reported in the parent's consolidated financial statements, based on the parent's date of transition to IFRS, if no adjustments were made for consolidation procedures and for the effects of the business combination in which the parent acquired the subsidiary. This amendment is also applied to an associate or joint venture that elects to apply paragraph D16(a) of IFRS 1. These amendments had no impact on the financial statements of the Group and company as there were no first-time subsidiaries that arose during the period. * Reference to the Conceptual Framework – Amendments to IFRS 3 The amendments add an exception to the recognition principle of IFRS 3 Business Combinations to avoid the issue of potential 'day 2' gains or losses arising for liabilities and contingent liabilities that would be within the scope of IAS 37 Provisions, Contingent Liabilities and Contingent Assets or IFRIC 21 Levies, if incurred separately. These amendments had no impact on the financial statements of the Group and company as there were no contingent assets, liabilities or contingent liabilities within the scope of these amendments that arose during the period. * Onerous Contracts – Costs of Fulfilling a Contract – Amendments to IAS 37 The amendments specify that when assessing whether a contract is onerous or loss-making, an entity needs to include costs that relate directly to a contract to provide goods or services including both incremental costs (e.g., the costs of direct labour and materials) and an allocation of costs directly related to contract activities (e.g., depreciation of equipment used to fulfil the contract and costs of contract management and supervision). General and administrative costs do not relate directly to a contract and are excluded unless they are explicitly chargeable to the counterparty under the contract. These amendments had no impact on the financial statements of the Group and company as there were no contingent assets, liabilities or contingent liabilities within the scope of these amendments that arose during the period. * Property, Plant and Equipment: Proceeds before Intended Use – Amendments to IAS 16 The amendment prohibits entities from deducting from the cost of an item of property, plant and equipment, any proceeds of the sale of items produced while bringing that asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Instead, an entity recognises the proceeds from selling such items, and the costs of producing those items in profit or loss. n accordance with the transitional provisions, the Bank applies the amendments retrospectively only to items of PP&E made available for use on or after the beginning of the earliest period presented when the entity first applies the amendment (the date of initial application). These amendments had no impact on the financial statements of the Group and company as there were no sales of such items produced by property, plant and equipment made available for use on or after the beginning of the earliest period presented. * IAS 41 Agriculture – Taxation in fair value measurements The amendment removes the requirement in paragraph 22 of IAS 41 that entities exclude cash flows for taxation when measuring the fair value of assets within the scope of IAS 41. These amendments had no impact on the financial statements of the Group and company as it did not have assets in scope of IAS 41 as at the reporting date Notes to the Consolidated and Separate Financial Statements For the year ended 31 December 2022 88 ANNUAL REPORT AND ACCOUNTS 2022 ANNUAL REPORT AND ACCOUNTS 2022 89

5 Significant accounting policies The Group has consistently applied the following accounting policies to all periods presented in these consolidated and separate financial statements except where otherwise stated. 5.1 Basis of consolidation (i) Business combinations The Group accounts for business combinations using the acquisition method when the acquired set of activities and assets meets the definition of a business and control is transferred to the Group. In determining whether a particular set of activities and assets is a business, the Group assesses whether the set of assets and activities acquired includes, at a minimum, an input and substantive process and whether the acquired set has the ability to produce outputs. The Group has an option to apply a 'concentration test' that permits a simplified assessment of whether an acquired set of activities and assets is not a business. The optional concentration test is met if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognised in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities. The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognised in profit or loss. Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured and settlement is accounted for within equity. Otherwise, other contingent consideration is remeasured at fair value at each reporting date and subsequent changes in the fair value of the contingent consideration are recognised in profit or loss. (ii) Subsidiaries Subsidiaries are entities controlled by the Group. The Group 'controls' an entity if it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The consolidated and separate financial statements incorporates the assets, liabilities and performance results of: NSE Consult Limited, Coral Properties Limited, NGX Real Estate Limited, Nigerian Exchange Limited, NGX Regulation Limited and NSE Nominees Limited. The financial statements of subsidiaries are included in the consolidated and separate financial statements from the date that control commences until the date that control ceases. In the separate financial statements, investment in subsidiaries are carried at cost less impairment losses. (iii) Loss of control When the Group loses control over a subsidiary, the Group derecognises the assets and liabilities of the subsidiary, any noncontrolling interests and the other components of equity related to the subsidiary. Any interest retained in the former subsidiary is measured at fair value when control is lost. (iv) Investment in associates Associates are those entities in which the Group has significant influence, but not control or joint control, over the financial and operating policies. The Group accounts for Interests in associates using the equity method. They are initially recognised at cost, which include transaction costs. Subsequent to initial recognition, the consolidated financial statements include the Group's share of the profit or loss and OCI of equity-accounted investees, until the date on which the significant influence ceases. In the separate financial statements of the Company, investment in associates are carried at cost. (v) Transactions eliminated on consolidation Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated and separate financial statements. Unrealised gains arising from transactions with equity-accounted investees are eliminated against the investment to the extent of the Group's interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment. Notes to the Consolidated and Separate Financial Statements For the year ended 31 December 2022 adding guidance on how entities apply the concept of materiality in making decisions about accounting policy disclosures.The amendments to IAS 1 are applicable for annual periods beginning on or after 1 January 2023 with earlier application permitted. Since the amendments to the Practice Statement 2 provide non-mandatory guidance on the application of the definition of material to accounting policy information, an effective date for these amendments is not necessary. The Group and company is currently revisiting their accounting policy information disclosures to ensure consistency with the amended requirements. The amendment is not expected to have a material impact on the Group and company's financial statements. * Deferred Tax related to Assets and Liabilities arising from a Single Transaction - Amendments to IAS 12 In May 2021, the Board issued amendments to IAS 12, which narrow the scope of the initial recognition exception under IAS 12, so that it no longer applies to transactions that give rise to equal taxable and deductible temporary differences. The amendments should be applied to transactions that occur on or after the beginning of the earliest comparative period presented. In addition, at the beginning of the earliest comparative period presented, a deferred tax asset (provided that sufficient taxable profit is available) and a deferred tax liability should also be recognised for all deductible and taxable temporary differences associated with leases and decommissioning obligations. The Group and company is currently assessing the impact of the amendments. * Lease liability in a Sale and Leaseback-Amendments to IFRS 16 In September 2022, the Board issued Lease Liability in a Sale and Leaseback (Amendments to IFRS 16). The amendments are applicable from the beginning on or after 1 January 2024. The amendment to IFRS 16 specifies the requirements that a sellerlessee uses in measuringmthe lease liability arising in a sale and leaseback transaction, to ensure the seller-lessee does not recognise any amount of the gain or loss that relates to the right of use it retains. After the commencement date in a sale and leaseback transaction, the seller-lessee applies paragraphs 29 to 35 of IFRS 16 to the right-of-use asset arising from the leaseback and paragraphs 36 to 46 of IFRS 16 to the lease liability arising from the leaseback. In applying paragraphs 36 to 46, the seller-lessee determines 'lease payments' or 'revised lease payments' in such a way that the seller-lessee would not recognise any amount of the gain or loss that relates to the right of use retained by the seller-lessee. Applying these requirements does not prevent the seller-lessee from recognising, in profit or loss, any gain or loss relating to the partial or full termination of a lease, as required by paragraph 46(a) of IFRS 16. The amendment does not prescribe specific measurement requirements for lease liabilities arising from a leaseback. The initial measurement of the lease liability arising from a leaseback may result in a seller-lessee determining 'lease payments' that are different from the general definition of lease payments in Appendix A of IFRS 16. The seller-lessee will need to develop and apply an accounting policy that results in information that is relevant and reliable in accordance with IAS 8. A seller-lessee applies the amendment to annual reporting periods beginning on or after 1 January 2024. Earlier application is permitted and that fact must be disclosed. A seller-lessee applies the amendment retrospectively in accordance with IAS 8 to sale and leaseback transactions entered into after the date of initial application (i.e., the amendment does not apply to sale and leaseback transactions entered into prior to the date of initial application). The date of initial application is the beginning of the annual reporting period in which an entity first applied IFRS 16. The Group and company is currently assessing the impact of the amendments. In December 2015, the IASB decided to defer the effective date of the amendments until such time as it has finalised any amendments that result from its research project on the equity method. Early application of the amendments is still permitted. The amendments address the conflict between IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures in dealing with the loss of control of a subsidiary that is sold or contributed to an associate or joint venture. The amendments clarify that a full gain or loss is recognised when a transfer to an associate or joint venture involves a business as defined in IFRS 3. Any gain or loss resulting from the sale or contribution of assets that does not constitute a business, however, is recognised only to the extent of unrelated investors' interests in the associate or joint venture. The amendments must be applied prospectively. Early application is permitted and must be disclosed. * Sale or Contribution of Assets between an investor and its Associate or Joint Venture - Amendments to IFRS 10 and IAS 28 The amendments are intended to eliminate diversity in practice and give preparers a consistent set of principles to apply for such transactions. However, the application of the definition of a business is judgmental and entities need to consider the definition carefully in such transactions. The Group and company is currently assessing the impact of the amendments. Notes to the Consolidated and Separate Financial Statements For the year ended 31 December 2022 90 ANNUAL REPORT AND ACCOUNTS 2022 ANNUAL REPORT AND ACCOUNTS 2022 91

On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes in the investment's fair value in OCI. This election is made on an investment-by-investment basis. All financial assets not classified as measured at amortised cost or FVOCI as described above are measured at FVTPL. On initial recognition, the Group may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortised cost or at FVOCI as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise. Financial assets - Business model assessment The Group makes an assessment of the objective of the business model in which a financial asset is held at a portfolio level because this best reflects the way the business is managed and information is provided to management. The information considered includes: - the stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether management's strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or realising cash flows through the sale of the assets; - how the performance of the portfolio is evaluated and reported to the Group's management; - the risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed; - how managers of the business are compensated – e.g. whether compensation is based on the fair value of the assets managed or the contractual cash flows collected; and - the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and expectations about future sales activity. Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for this purpose, consistent with the Group's continuing recognition of the assets. Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis are measured at FVTPL. Financial Assets-Assessment whether contractual cash flows are solely payments of principal and interest For the purposes of this assessment, 'principal' is defined as the fair value of the financial asset on initial recognition. 'Interest' is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs (e.g. liquidity risk and administrative costs), as well as a profit margin. In assessing whether the contractual cash flows are solely payments of principal and interest, the Group considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment, the Group considers: - contingent events that would change the amount or timing of cash flows; - terms that may adjust the contractual coupon rate, including variable - rate features; - prepayment and extension features; and - terms that limit the Group's claim to cash flows from specified assets (e.g. non-recourse features). A prepayment feature is consistent with the solely payments of principal and interest criterion if the prepayment amount substantially represents unpaid amounts of principal and interest on the principal amount outstanding, which may include reasonable additional compensation for early termination of the contract. Additionally, for a financial asset acquired at a discount or premium to its contractual par amount, a feature that permits or requires prepayment at an amount that substantially represents the contractual par amount plus accrued (but unpaid) contractual interest (which may also include reasonable additional compensation for early termination) is treated as consistent with this criterion if the fair value of the prepayment feature is insignificant at initial recognition. Notes to the Consolidated and Separate Financial Statements For the year ended 31 December 2022 (vi) Non-controlling interest Non-controlling interest are measured at their proportionate share of the acquiree's identifiable net assets at the acquisition date. Changes in the Group's interests in subsidiary that do not result in a loss of control are accounted for as equity transaction. (vii) Common Control Transactions The Group accounts for common control transactions using the book value accounting methods when a common control transaction is effected through the acquisition of assets and liabilities constituting a business under IFRS 3 (from an entity under common control) rather than by acquiring shares in that business. A transaction is a 'common control transaction' if it is a transfer of net assets or an exchange of equity interest or between entities under the control of the same parent. In applying book value accounting, the transaction is recognized as a distribution or contribution from a transaction with shareholders. The relevant book value is the carrying amount of the investee in the separate financial statements of the transferor. 5.2 Foreign currency translations Transactions in foreign currencies are translated into the functional currencies of the operations at the spot exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated into the functional currency at the exchange rate as at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Nonmonetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Foreign currency differences are generally recognised in statement of profit or loss and presented within operating expenses. However, foreign currency differences arising from the translation of the following item are recognised in OCI. - an investment in equity security designated as at FVOCI (except on impairment, in which case foreign currency differences that have been recognised in OCI are reclassified to profit or loss); 5.3 Financial instruments (i) Recognition and initial measurement Trade receivables and debt securities issued are initially recognised when they are originated. All other financial assets and financial liabilities are initially recognised when the Group becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price. (ii) Classification and subsequent measurement Financial Assets On initial recognition, a financial asset is classified as measured at: amortised cost; fair value through other comprehensive income (FVOCI) – debt investment; FVOCI – equity investment; or fair value through profit or loss (FVTPL). Financial assets are not reclassified subsequent to their initial recognition unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model. A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL: A financial asset - it is held within a business model whose objective is to hold assets to collect contractual cash flows; and - its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL: - it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and - its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Notes to the Consolidated and Separate Financial Statements For the year ended 31 December 2022 92 ANNUAL REPORT AND ACCOUNTS 2022 ANNUAL REPORT AND ACCOUNTS 2022 93

Notes to the Consolidated and Separate Financial Statements For the year ended 31 December 2022 (v) The concept of fair value measurement and amortised cost (a) Fair value measurement Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or, in its absence, the most advantageous market to which the Group has access at the date. A number of the Group's accounting policies and disclosures require the measurement of fair values, for both financial and non financial assets and liabilities (see Note 3 (iii)) When available, the Group measures the fair value of an instrument using the quoted price in an active market for that instrument. A market is regarded as active if transactions for the asset or liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. If an asset or a liability measured at fair value has a bid price or an ask price, then the Group measures the assets at a bid price and liabilities at an ask price. The best evidence of the fair value of a financial instrument on initial recognition is normally the transaction price – i.e. the fair value of the consideration given or received. If the Group determines that the fair value on initial recognition differs from the transaction price and the fair value is evidenced neither by a quoted price in an active market for an identical asset or liability nor based on a valuation technique for which any unobservable inputs are judged to be insignificant in relation to the measurement, then the financial instrument is initially measured at fair value, adjusted to defer the difference between the fair value on initial recognition and the transaction price. Subsequently, that difference is recognised in profit or loss on an appropriate basis over the life of the instrument but no later than when the valuation is wholly supported by observable market data or the transaction is closed out. (b) Amortised cost measurement The amortised cost of a financial asset or liability is the amount at which the financial asset or liability is measured at initial recognition, minus principal repayments, plus or minus the cumulative amortisation using the effective interest method of any difference between the initial amount recognised and the maturity amount, minus any reduction for impairment. Effective interest method is a method of calculating the amortised cost of a financial asset or a financial liability and of allocating the interest income or interest expense over the relevant period. 5.4 Impairment (i) Non-derivative financial assets Financial instruments The Group recognises loss allowances for ECLs on: - financial assets measured at amortised cost and - debt investments measured at FVOCI; The Group measures loss allowances at an amount equal to lifetime ECLs, except for the following, which are measured at 12-month ECLs: - debt securities that are determined to have low credit risk at the reporting date; and - other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the financial instrument) has not increased significantly since initial recognition. Loss allowances for trade receivables (including lease receivables) and contract assets are always measured at an amount equal to lifetime ECLs. When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group's historical experience and informed credit assessment and including forward-looking information. The Group assumes that the credit risk on a financial asset has increased significantly if it is more than 365 days past due or if the obligor has been delisted from the Exchange's trading platform for trade receivables in the case of listed companies. Financial assets - Subsequent measurement and gains and losses: Notes to the Consolidated and Separate Financial Statements For the year ended 31 December 2022 Financial assets at amortised cost These assets are subsequently measured at amortised cost using effective interest rate method. The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in statement of profit or loss. Included in financial assets at amortised cost are investments in debt securities, cash and cash equivalents, intercompany receivables and trade and other receivables. Equity investments at FVOCI These assets are subsequently measured at fair value. Dividends are recognised as income in profit or loss unless the dividend clearly represent recovery of part of the cost of the investment. Other net gains and losses are recognised in OCI and are never reclassified to profit or loss. Classified as FVOCI are the investment in equity securities. Debt investments at FVOCI These assets are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognised in profit or loss. Other net gains and losses are recognised in OCI. On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss. Financial liabilities - Classification, subsquent measurement and gains and losses Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised in profit or loss. Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition is also recognised in profit or loss. The principle of amortised cost is disclosed in note 5.3 (v)(b). (iii) Derecognition of financial instruments Financial assets The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expires, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset. The Group enters into transactions whereby it transfers assets recognised in its statement of financial position, but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognised. Financial liabilities The Group derecognises a financial liability when its contractual obligations are discharged or cancelled, or expired. The Group also derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognised at fair value. On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognised in profit or loss. (iv) Offsetting Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously. 94 ANNUAL REPORT AND ACCOUNTS 2022 ANNUAL REPORT AND ACCOUNTS 2022 95

The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its recoverable amount. Impairment losses are recognised in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis. An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior years are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. 5.5 Property and equipment (i) Recognition and measurement Items of property and equipment are initially recognised at cost, which includes capitalised borrowing costs, and subsequently measured at cost less accumulated depreciation and accumulated impairment losses. If significant parts of an item of property and equipment have different useful lives, then they are accounted for as separate items (major components) of property and equipment and each component is depreciated separately. Changes to an existing item of property or equipment are added to or deducted from the cost of the related asset and depreciated prospectively over the remaining useful life of the asset. Any gain or loss on disposal of an item of property and equipment is recognised in other income/other expenses in statement of profit or loss. Gains or loses on disposal are determined by comparing proceeds with the carrying amount of the asset. (ii) Subsequent costs The Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow to the Group. The carrying amount of the replaced part is derecognised. The costs of the day-today servicing of property and equipment are recognised in profit or loss as incurred. (iii) Depreciation Depreciation is calculated to write off the cost of items of property, plant and equipment less their estimated residual values using the straight-line method over their estimated useful lives, and is generally recognised in profit or loss. Land is not depreciated. Depreciation begins when an asset is available for use and ceases at the earlier of the date that the asset is derecognised or classified as held for sale in accordance with IFRS 5. A non-current asset or disposal group is not depreciated while it is classified as held for sale. The estimated useful lives of items of property and equipment for the current and comparative year are as follows: Leasehold improvements Over the shorter of the useful life of item or lease period Building 50 years Computer equipment 5 years Office equipment 5 years Furniture, fixtures & fittings 5 years Motor vehicles 5 years The assets useful lives, residual values and depreciaton rates are reviewed and adjusted if appropriate, at the end of each reporting period. Notes to the Consolidated and Separate Financial Statements For the year ended 31 December 2022 The Group considers a financial asset to be in default when: - the borrower is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as realising security (if any is held); or - the financial asset is more than 90 days past due. The Group considers a debt security to have low credit risk when its credit risk rating is equivalent to the globally understood definition of 'investment grade'. The Group considers this to be between AAA and BBB per Fitch, Standard & Poor's, and Global Credit Rating. Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument.12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months). The maximum period considered when estimating ECLs is the maximum contractual period over which the Group is exposed to credit risk. Measurement of ECLs ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Group expects to receive). ECLs are discounted at the effective interest rate of the financial asset. Credit-impaired financial assets At each reporting date, the Group assesses whether financial assets carried at amortised cost are credit-impaired. A financial asset is 'credit-impaired' when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred. Evidence that a financial asset is credit-impaired includes the following observable data: - significant financial difficulty of the borrower or issuer - a breach of contract such as a default or being more than 365 days past due; - it is probable that the borrower will enter bankruptcy or other financial reorganisation; or - the disappearance of an active market for a security because of financial difficulties. Presentation of allowance for ECL in the statement of financial position Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets. For debt securities at FVOCI, the loss allowance is charged to profit or loss and is recognised in OCI. Write-off The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. For corporate customers, the Group individually makes an assessment with respect to the timing and amount of write-off based on whether there is a reasonable expectation of recovery. The Group expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group's procedures for recovery of amounts due. (ii) Impairment of non-financial assets The carrying amounts of the Group's non-financial assets other than deferred tax assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists then the asset's recoverable amount is estimated. Goodwill is tested annually for impairment. For impairment testing, assets grouped into cash-generating units (CGUs). A cash-generating unit is the smallest identifiable asset group that generates cash flows that largely are independent from other assets and groups. Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit (group of units) on a pro rata basis. Notes to the Consolidated and Separate Financial Statements For the year ended 31 December 2022 96 ANNUAL REPORT AND ACCOUNTS 2022 ANNUAL REPORT AND ACCOUNTS 2022 97

Notes to the Consolidated and Separate Financial Statements For the year ended 31 December 2022 5.9 Employee Benefits (i) Short-term employee benefits Short-term employee benefits are expensed as the related service is provided. A liability is recognised for the amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. (ii) Defined contribution plans A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into a separate entity and has no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution plans are recognised as employee benefit expenses in profit or loss in the years in which the services are rendered by employees. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in future payments is available. Contributions to a defined contribution plan that is due more than 12 months after the end of the year in which the employees render the service are discounted to their present value at the reporting date. The Group operates a funded defined contribution retirement benefit scheme for its employees under the provisions of the Pension Reform Act of 2014. The employer contributes 10% while the employee contributes 8% of the qualifying employee's salary. Obligations in respect of the Group's contributions to the scheme are recognised as an expense in the profit or loss account on an annual basis. (iii) Defined benefit plans The Group's net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. In determining the appropriate discount rate, the Group considers the market yields on Government Bonds of medium duration as compiled by the Debt Management Organisation (DMO). When the calculation results in a potential asset for the Group, the recognised asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements. Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognised immediately in OCI. The Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset), taking into account any changes in the net defined benefit liability (asset) during the period as a result of contributions and benefit payments. Net interest expense and other expenses related to defined benefit plans are recognised in profit or loss. When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognised immediately in profit or loss. The Group recognises gains and losses on the settlement of a defined benefit plan when the settlement occurs. With effect from 31 March 2011, the defined benefit scheme was terminated and final entitlements due to qualified staff was subsequently fully funded by the Group. Effective 1 January 2015, long-term incentive scheme was established for certain eligible employees. The entitlement for the qualifying employee is based on the following threshold of their gross salary per annum or annual cash pay (Total Cash Compensation (TCC)) for every year of services, depending on the term completed. * 15%-17.5% in the first five years of service (first term) * 25%-35% in the next 5 years of services (second term) On 1 August 2017, management established a long service recognition initiative which is designed to recognize, appreciate and celebrate the contributions of long tenured employees, at the attainment of milestone years during their work lifespan with the company. The policy became effective in 2018. (iv) De-recognition An item of property and equipment is derecognised on disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the year the asset is derecognised. 5.6 Intangible assets (i) Goodwill Goodwill arising on the acquisition of subsidiaries is measured at cost less accumulated impairment losses. In respect of equity-accounted investments, the carrying amount of goodwill is included in the carrying amount of the investment, and an impairment loss on such an investment is not allocated to any asset, including goodwill, that forms part of the carrying amount of the equity-accounted investee. (ii) Software Purchased software is recognised if it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity; and the cost of the software can be measured reliably. Expenditure that forms part of the cost of software that meets the recognition criteria are capitalized as part of the software. The capitalized costs of internally developed software or separately acquired software include all costs directly attributable to developing and purchasing the software respectively and capitalized borrowing costs, and are amortised over its useful life. Software is stated at capitalized cost less accumulated amortisation and impairment. Subsequent expenditure of software assets is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure is expensed as incurred. (iii) Amortisation Amortisation is recognised in profit or loss on a straight-line basis over the estimated useful life of the software, from the date that is available for use since this most reflects the expected pattern of consumption of the future economic benefits embodied in the asset. The estimated useful life of software is five years. The amortisation methods, useful lives and residual values of intangible assets are reviewed at each financial year-end and adjusted if appropriate. An asset's carrying amount is written down immediately to its recoverable amount if the assets carrying amount is greater than its estimated recoverable amount. The recoverable amount is the higher of the asset's fair value less costs to sell and value in use. (iv) De-recognition Intangible assets are derecognised on disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in profit or loss in the year the asset is derecognised. 5.7 Provisions Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as finance cost. A provision for restructuring is recognised when the Group has approved a detailed and formal restructuring plan, and the restructuring either has commenced or has been announced publicly. Future operating costs are not provided for. A provision for onerous contracts is recognised when the expected benefits to be derived by the Group from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before a provision is established, the Group recognises any impairment loss on the assets associated with that contract. 5.8 Prepayments Prepayments are stated at cost less amortised amounts. Prepayments are amortised to the statement of profit or loss by the straight-line method or according to performance of the underlying transaction. Notes to the Consolidated and Separate Financial Statements For the year ended 31 December 2022 98 ANNUAL REPORT AND ACCOUNTS 2022 ANNUAL REPORT AND ACCOUNTS 2022 99

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